Independent Contractor Non-Disclosure Agreement

An independent contractor non-disclosure agreement prohibits individuals from sharing any protected information with others. It creates a legally binding promise that the contractor will not disclose confidential information without your consent.

Contractors that violate this agreement may be liable for breach of contract and owe monetary damages.

Independent contractors are essential to your business, but you must also protect your valuable information from disclosure.

Table of Contents

• Do Non-Disclosure Agreements Apply to Independent Contractors?
• What To Include
• How To Write
• Why Should You Have Your Independent Contractor Sign an NDA?
• Sample
• Frequently Asked Questions

Do Non-Disclosure Agreements Apply to Independent Contractors?

Yes, non-disclosure agreements do apply to independent contractors. These agreements protect sensitive information the independent contractor is exposed to because of their work with your company. This information is precious and needs to be protected.

NDAs are especially helpful in the era of remote work. Independent contractors often work remotely and have little in-person contact with your business so these agreements prevent the remote worker from disclosing your protected information.

What To Include

An independent contractor non-disclosure agreement should include all of the following:

• The names and contact information for the parties
• A description of the confidential information protected
• The obligations of each party to comply
• Any exclusions, if applicable
• The time limit of the agreement
• A non-solicitation clause for clients
• The consequences for breaching the agreement

How To Write

The best way to write an independent contractor non-disclosure agreement is with a customizable template. By completing these steps, you can customize your own document:

Step 1 – Contact Information

You should include the contact information for all parties to the agreement. This usually consists of the business and the contractor. Include information such as:

• Name
• Address
• Phone number
• Email
• Title

Step 2 – Designate the Parties

Designate the company as ‘Client’ and the independent contractor as ‘Contractor.’ This relates each party’s actual name to the designation in the agreement and clarifies each party’s obligations under the contract.

Step 3 – Confidential Information

Define what confidential information is protected under the contract. This tells the contractor what information is secret and may not be disclosed.

It also defines what disclosure means so they clearly understand what conduct the agreement prohibits.

This section should also require the independent contractor to return any data, forms, or other information immediately after ending their association with your company.

Step 4 – Effective Date of the Agreement

The agreement’s effective date is typically when the contract is signed or when the contractor begins their work for the company. The agreement must clearly define when it starts.

It should also define the length of time covered. For most non-disclosure agreements, the contract lasts as long as the independent contractor works for the employer and for the time it takes to return all confidential information.

Step 5 – Non-Solicitation Clause

This clause prohibits your independent contractor from approaching and “stealing” your clients after the agreement. Your clients and client lists are extremely valuable.

Step 6 – Legal Provisions

Your independent contractor non-disclosure agreement should include important legal provisions, including a(n):

• Indemnification clause
• Governing law and choice of law clause
• Entire agreement clause
• Severability clause

Step 7 – Consequences for Breach of Contract

The contract should define what happens if the contractor breaches the NDA. This could include injunctive relief, monetary damages, and other ramifications that warn the contractor what may happen if they violate the agreement.

Step 8 – Add Signature Lines

The signature lines should include a line for each party’s printed name, signature, and a date for the signature.

Why Should You Have Your Independent Contractor Sign an NDA?

A non-disclosure agreement is paramount when hiring independent contractors because it safeguards your business’s proprietary information.

This legal document protects confidential data such as trade secrets, customer lists, or business strategies.

By enforcing an NDA, you assert control over how this sensitive information is handled and minimize potential business damage.

It ensures that all proprietary knowledge stays within your business, reinforcing stakeholder trust while maintaining your competitive edge.

Sample

The below independent contractor non-disclosure agreement template is available to download in Word or PDF format. Check out the sample to help you get started.

DOWNLOAD PDF

DOWNLOAD MS WORD

Frequently Asked Questions