What Is a Contractor Non-Disclosure Agreement?
A contractor non-disclosure agreement (NDA) establishes a confidential relationship between a contractor and a hiring party. It’s useful when the contractor needs access to sensitive information to perform the services they were hired for. This agreement helps keep company secrets safe and references the original service contract. This way, it’s clear what they need to deliver.
A contractor NDA defines the confidential information and the contractor’s permitted uses. Confidential information may include software code, algorithms, and marketing strategies. It excludes details that are or later become public through no fault of the contractor.
With a contractor NDA in place, the company can secure sensitive data during its engagement with the contractor. It lets the company maintain a competitive edge and can be used when:
- Hiring freelancers or independent contractors
- Establishing relationships with vendors
- Letting a temporary worker engage in project-based work
Contractor Non-Disclosure Agreement Sample
View an example of a contractor non-disclosure agreement to see how to share company info with contractors while putting safeguards in place. Once you’re ready, you can create an NDA for contractors using Legal Templates’s guided form. Download it in PDF or Word format.
Key Considerations for a Contractor Non-Disclosure Agreement
When writing a contractor NDA, you should keep the following considerations in mind:
- Work ownership. A contractor NDA does not guarantee ownership of the work that a contractor creates while working for you. Ensure that your company maintains ownership by completing a CIIAA. You may also execute an independent contractor agreement with a “work-for-hire” clause.
- Competitors. A contractor NDA does not prevent contractors from working with other companies. You can complete a non-compete agreement to keep them from engaging with competitors. Any non-compete must comply with the laws in your area.
- Return or destruction of digital assets. Contractors don’t always use company equipment. They often use personal devices, so it’s important to implement ways to recover data that may have been in their possession.
- Working with subcontractors. Contractors remain responsible for any breaches caused by their own staff. They may have to sign a separate NDA with their subcontractors. Your contractor NDA can require subcontractors to sign a joinder before they gain access to your files.
- Length of NDA: A contractor NDA usually lasts two to five years after a project ends. This is similar to an employee NDA, which typically binds the employee to confidentiality for a period after leaving the company.
