One-way NDA for a freelancer or contractor

A freelancer or contractor working inside a business sees its customers, its pricing, its systems and its plans, and then works for other businesses in the same market. A one-way non-disclosure agreement, signed before access is given, defines what the contractor must keep confidential, limits its use to the engagement, and continues after the work ends. It should also settle who owns what the contractor produces, which the general law gives to the contractor unless assigned. I review the NDA a business or a contractor has been sent, or draft one for the business, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales engaging a freelance designer, developer, writer, consultant, bookkeeper, virtual assistant, marketer or specialist contractor for a project or an ongoing engagement, and contractors asked to sign an NDA before starting. The business and the contractor contract as businesses; the contractor's employment status is a separate question.

What matters in a one-way NDA for a freelancer or contractor

The information the contractor will see

The definition should cover what the contractor will in fact have access to: customer and supplier lists, pricing, financial information, product plans, source code, marketing plans, staff information and the contents of the business's systems, whether disclosed deliberately or seen in the course of the work. The NDA should apply to information the contractor obtains from the business's systems and premises as well as information handed over, and to information disclosed before the NDA was signed where the engagement started first.

Use limited to the engagement, and the contractor's other clients

The contractor may use the information only to perform the engagement, may not use it for other clients or for its own business, and may not disclose it except to its own staff and sub-contractors who need it and are bound by equivalent obligations. The review checks that the NDA does not stop the contractor working for others in the same sector, which would be a restraint of trade needing separate justification, and confines the restriction to the use of the business's information.

The contractor's own tools, know-how and general skill

A contractor brings its own methods, templates, code libraries and experience, and takes away the general skill and knowledge it acquires on the engagement. The NDA should say that the contractor's pre-existing materials remain the contractor's, that general skills and knowledge are not confidential information, and that the business's confidential information is what is specific to the business. The review drafts the line so that both sides can identify what is on each side of it.

Intellectual property in the work

Under section 11 of the Copyright, Designs and Patents Act 1988 a contractor owns the copyright in what it creates unless it assigns it in writing under section 90, and an NDA does not transfer ownership. The review adds an assignment of the deliverables to the business, taking effect on payment, a licence of the contractor's pre-existing materials, and a waiver of moral rights under section 87, or advises that those terms belong in the contractor agreement if there is one, so that the NDA and the agreement do not conflict.

Status, and the terms that point the wrong way

An NDA drafted for an employee, with provisions about the business's control over the contractor's work, exclusivity and working hours, can be evidence of employment or worker status under section 230 of the Employment Rights Act 1996 and can affect the position under the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003. The review drafts the NDA for a self-employed contractor, confined to confidentiality and intellectual property, so that it supports the intended status rather than undermining it.

After the engagement, remedies and the carve-outs

The obligations should continue after the engagement for a stated period, and for trade secrets for as long as they remain secret, which is the standard the Trade Secrets (Enforcement, etc.) Regulations 2018 apply, with return or deletion of the business's information and credentials when the work ends. The NDA should carve out disclosures required by law and protected disclosures under Part IVA of the Employment Rights Act 1996, which apply to workers and, where the contractor is an individual, may apply to the contractor. Personal data the contractor processes for the business is governed by the UK GDPR and the Data Protection Act 2018, and where the contractor processes it on the business's behalf the processor terms in Article 28 are needed alongside the NDA.

What it costs

NDA review or drafting, £495. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Does the NDA give us ownership of the work the freelancer produces?

Not on its own: copyright stays with the freelancer unless assigned in writing. The review adds an assignment of the deliverables on payment, a licence of the freelancer's own materials and a waiver of moral rights, or places those terms in the contractor agreement so that the two documents agree.

Can we stop the freelancer working for our competitors?

Not through an NDA, which protects information rather than restricting who the freelancer works for; a non-compete is a restraint of trade needing its own justification and can affect the freelancer's status. The NDA stops the freelancer using your information for anyone else, which is the protection that holds.

I am a freelancer and the client's NDA claims everything I create. Should I sign?

Only after checking what it assigns, because a wide assignment can take your templates, code libraries and methods. The review marks up the NDA so that the client owns the deliverables it pays for and you keep your own materials under a licence to the client.

Related guidance and services

• Contract review, £495, the service this page describes
• Consultancy and contractor agreements, £595
• Reviewing a statement of work from a client
• NDA for software development

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.