Mutual NDA template for freelancers
Clients sometimes ask you to sign an NDA before they'll describe the project. Send yours first: it's mutual, it's one page, and it protects your side too.
Mutual, not one-way
A one-way NDA protects only the client. A mutual one protects your pricing, your process and your other clients' information as well, and it's easier to get signed because it's obviously fair. Most clients who ask for an NDA will happily sign a mutual one.
The eight parts
1. PurposeThe parties wish to exchange information to evaluate and carry out [project] (the "Purpose").
2. Confidential InformationAny non-public business, technical, financial, customer, pricing, design or product information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential.
3. ExclusionsInformation that is or becomes public through no fault of the receiving party; that the receiving party already knew; that is independently developed; or that is lawfully received from a third party.
4. ObligationsUse it only for the Purpose, share it only with people who need it and are bound by similar terms, protect it with reasonable care, and report any unauthorised disclosure promptly. Disclosure required by law is permitted with notice.
5. TermTwo years from the effective date; obligations continue two years after, and indefinitely for trade secrets.
6. Return of materialsOn request or when the Purpose ends, return or destroy the information and confirm in writing.
7. No licence, no obligationNothing grants ownership or a licence, and neither party has to enter any further agreement.
8. Remedies and lawInjunctive relief is available for breach. Governed by the laws of [state/country]. Entire agreement; changes only in writing.
Generate the NDA with the names and dates filled in.Paperwork fills the proposal, contract, invoice, SOW, NDA and change order from one form, and your client signs from a link. $19 once. Try the free demo first.
What to watch for in a client's NDA
- Non-compete clauses disguised as confidentiality: "will not work with any company in the same industry for 24 months". Strike them.
- Unlimited term. Two to three years is standard for business information.
- Everything is confidential. If the definition has no exclusions, information you already knew becomes "theirs".
- Assignment of ideas. An NDA is about secrecy, not ownership. Ownership belongs in the service agreement.
Signing it
Paperwork fills in both parties, the effective date and the governing law, and sends it as a link the client signs on their phone. Their signature, name and timestamp land on your copy. No e-signature subscription needed.