Most freelance work doesn't need an NDA. It earns its place before a project is agreed, when a client wants to show you something they wouldn't want repeated: an unreleased product, their numbers, a customer list. Once the work is agreed, the freelance contract has confidentiality terms of its own.
This NDA is a cover page on Common Paper's Mutual NDA , standard terms written by a committee of lawyers and free for anyone to use.
Mutual or one-way NDA? Choose a mutual NDA when both sides will share something, the usual case when a freelancer and a client discuss a project, and a one-way NDA when only one side shares.
Mutual and one-way NDAs compared Mutual NDA One-way NDA Who shares Both sides One side Who must keep it private Both sides Only the side receiving it Also called Bilateral NDA Unilateral NDA Typical use Talking through a project, a pitch or a partnership A company showing its plans to someone it may hire In this generator Yes, this template Not yet
A mutual NDA still works when only the client shares: its duties apply to whatever each side actually shows. And it protects what you bring to the conversation, such as your rates, your methods or work you haven't published.
What an NDA covers An NDA defines what counts as confidential, says what the receiving side may do with it, lists what's excluded, sets how long it lasts and says what can happen if it's broken. In this template the cover page holds what's specific to your talks, and the standard terms hold the rest.
Where each part of an NDA sits in this template What it says Where it is Confidential information Anything marked confidential, or that should reasonably be understood as confidential, such as product designs, roadmaps or pricing Standard Terms Purpose What the information may be used for, and nothing else Cover page Who may see it Only people who need to know it, such as employees and advisors Standard Terms Exclusions Information that becomes public through no fault of the recipient, or that it developed on its own Standard Terms MNDA Term How long the agreement stays in force Cover page Term of Confidentiality How long shared information stays protected, and trade secrets for as long as they stay secret Cover page Ending early Either side can end it with written notice; what was shared stays protected Standard Terms At the end Information is returned or destroyed Standard Terms Remedies The side whose information leaks can ask a court for an injunction Standard Terms Law and courts Which law applies and where a dispute is heard Cover page
The standard terms also let either side disclose information when the law requires it, after warning the other where it can, and say plainly that sharing information grants no license to it and obliges neither side to go ahead with a deal.
A sample NDA, filled in Here is the template filled in with its example: a brand designer and a client discussing a brand refresh before either has agreed to anything.
The sample NDA as the other side sees it: signed by Jane Doe, waiting for Acme's signature. The sample NDA's cover page, and what to change In the sample What to change Parties Doe Design Studio and Acme Corporation, each with an address Your business and your client's, with the addresses notices should go to Purpose Discussing a brand identity refresh The project in a few words; never describe the secret itself MNDA Term One year Long enough to finish the talks; one year is common for a first conversation Term of Confidentiality Two years, and trade secrets for as long as they stay secret Longer for information that stays sensitive, such as pricing or product plans Governing Law California, United States The law where you or your client is based Jurisdiction The state and federal courts in San Francisco Courts in that same place; left empty, the NDA names the courts of the state or country Signatures Signed online by Jane Doe; Acme signs on its own page Sign first, then share the link
The sample's two periods are also the most common choices: according to Common Paper's benchmark , 74% of NDAs set a one-year MNDA Term, and the most common Term of Confidentiality is two years.
How to make an NDA in five steps Name the parties, write the purpose, choose the two periods and the law, then sign and share it: the builder on this page asks for each in turn and writes it into the NDA as you answer.
Parties: Your business and the other side, each with an email for notices. Purpose: What the information is for: the project, in a few words. Duration: The MNDA Term and the Term of Confidentiality. Law: The country, and the state or province where it has laws of its own. Sign and share: Sign by drawing or typing your name, then share the link. The other side signs on their own page, and both of you can download the PDF with both signatures. One question at a time; the NDA on the right fills in as you answer. How to ask a client to sign an NDA Ask early and keep it short: say what you're about to discuss, that a mutual NDA keeps both sides' information private, and that they can sign it on a page of their own without an account.
For example: “Hi Sam, before you share the launch plans, here's a mutual NDA so that what we both discuss stays between us. You can read and sign it on its own page, no account needed. Once it's signed, send over whatever you'd like me to see.”
If the client sends an NDA of their own instead, read its purpose and its periods, and look for anything beyond confidentiality: an NDA sometimes adds a non-compete or claims the ideas you bring. Those belong in a negotiated contract, not in an NDA.
What an NDA doesn't cover An NDA protects information and nothing more: it says nothing about the work, the fee, who owns the result or what happens if the project is cancelled. Those belong in a freelance contract , which you can make next with the same details. Nor does an NDA stop anyone from working with a competitor; that would be a non-compete, which this template doesn't include.
Questions freelancers ask about NDAs What does NDA stand for? Non-disclosure agreement: a contract in which one or both sides agree to keep what the other shares private and to use it only for an agreed purpose. Confidentiality agreement and CDA are other names for the same kind of contract.
How long does an NDA last? As long as it says. This one has two periods: the MNDA Term, how long the agreement stays in force (one year in the sample), and the Term of Confidentiality, how long shared information stays protected (two years in the sample). One and two years are also the most common choices. Trade secrets stay protected for as long as they remain secret.
What happens if you break an NDA? The side whose information was disclosed can claim for the harm it caused and, under these standard terms, ask a court for an injunction to stop further disclosure. What a court awards depends on the law the NDA names and on the harm that can be shown.
Can anyone make an NDA? Yes. An NDA is an ordinary contract between two people or businesses, and neither needs a lawyer to make or sign one. A lawyer is worth it when the information is especially valuable or the deal is large.
Is an NDA the same as a confidentiality agreement? Yes. Non-disclosure agreement, confidentiality agreement and CDA all name the same kind of contract; the names differ by habit, not by what the contract does.
Do freelancers need an NDA? Only when a client wants to share something private before the work is agreed. Once you sign a freelance contract, its confidentiality terms cover what you learn during the project, so a separate NDA is rarely needed then.
What do I need to fill in an NDA? Both sides' names and addresses, the purpose in a few words, how long the agreement runs, how long information stays confidential, and which law applies. The builder asks for each in turn and lists anything still missing before you sign.
Can I put work done under an NDA in my portfolio? Only what both agreements allow. The NDA covers what the client shared, so its details stay out; whether you may show the finished work at all is for the freelance contract's Publicity Rights to say. When in doubt, ask the client in writing first.
Can the NDA be ended early? Yes. Either side can end this NDA with written notice at any time. What was already shared stays protected for the Term of Confidentiality.
How do I sign the agreement online? You sign first, on the last step: draw your signature or type your name. Then share the link. The other side reads the agreement on their own page, adds the details you left for them, signs and emails the signed link back to you. Either of you can download the PDF with both signatures.
Is it free to use? Yes. Making the agreement, signing it, sharing the link and downloading the PDF or the Word file are all free, and none of it needs an account.
Can I edit the agreement in Word or Google Docs? Yes. Download it as a Word file and change any part of it in Word, Google Docs or Pages. The Word file comes without signatures: to sign the agreement online, sign it here and share the link.
Is the signed agreement stored anywhere? Not on a server. The agreement and the signatures travel in the link itself. Your agreements also stay in My contracts, in this browser only, and clearing your browsing data deletes them. Download the signed PDF and keep it with the signed link.
Which country's law should the agreement use? Usually the law where one of you is based, and the courts of that place. If you and the client are in different countries, agree on one before you sign: a dispute is far easier when the agreement already says where it goes.
Is this legal advice? No. The generator gives you a solid starting point on standard terms written by lawyers, but it doesn't know your situation. For anything unusual, or a large project, have a lawyer where you or your client are based read it first.
