How to Read an NDA as a Freelancer (Without a Law Degree)

As a freelancer, you've probably received an NDA (Non-Disclosure Agreement) that looks like it was written in another language. You're not alone. Most freelancers face the same challenge: you need to sign contracts quickly to start work, but you also need to protect yourself.

The good news? You don't need a law degree to understand the basics of an NDA. This guide will help you identify what matters, spot red flags, and know when to ask questions.

What Is an NDA and Why Does It Matter?

An NDA is a contract that prevents you from sharing confidential information about a client's business. Sounds simple, right?

The problem is that poorly written NDAs can:

• Prevent you from working with other clients in the same industry
• Restrict you from using your own work in your portfolio
• Create vague obligations that last forever
• Expose you to legal liability for things outside your control

That's why it's critical to read every NDA carefully—even if it's "just a standard form."

The 5 Key Sections Every Freelancer Should Review

1. Definition of "Confidential Information"

What to look for:

• Is the definition too broad? (e.g., "any information disclosed by the client")
• Does it include information you already know?
• Does it cover publicly available information?

Red flag: An NDA that defines "confidential information" as "anything the client says is confidential" gives the client too much power.

What's reasonable: Confidential information should be clearly defined and exclude things like:

• Information you already knew before the engagement
• Information that becomes publicly available (not through your fault)
• Information you independently develop

2. Duration of the Agreement

What to look for:

• How long are you bound by the NDA?
• Does it last forever, or does it have a reasonable end date?

Red flag: NDAs that last "in perpetuity" or "forever" are often unreasonable, especially for information that becomes outdated quickly.

What's reasonable: Most NDAs last 2-5 years. For fast-moving industries (tech, marketing), 2-3 years is standard.

3. Non-Compete or Non-Solicitation Clauses

What to look for:

• Does the NDA prevent you from working with competitors?
• Does it prevent you from working with the client's customers or employees?

Red flag: A clause that says "you cannot work with any company in the same industry" is a non-compete disguised as an NDA—and it could kill your freelance business.

What's reasonable: If there's a non-compete, it should be:

• Limited to specific competitors (not "any company in the industry")
• Limited in time (e.g., 6-12 months)
• Limited in scope (e.g., only for projects directly competitive with the client's work)

4. Return or Destruction of Materials

What to look for:

• Are you required to delete all client materials at the end of the project?
• Can you keep copies for your records or portfolio?

Red flag: A clause requiring you to "immediately destroy all materials, including any work product you created" could prevent you from keeping samples for your portfolio.

What's reasonable: You should be able to keep non-confidential work samples (with permission) or at least anonymized versions for your portfolio.

5. Liability and Remedies

What to look for:

• What happens if you accidentally breach the NDA?
• Are you liable for damages, attorney's fees, or both?
• Is there a cap on your liability?

Red flag: Unlimited liability for any breach—even accidental ones—is a major risk.

What's reasonable: Look for language that limits damages to "direct damages only" or includes a cap (e.g., "not to exceed the fees paid under this agreement").

Common NDA Red Flags for Freelancers

Here are some specific warning signs to watch out for:

🚩 "You agree not to work with any competitor for 2 years"

This is a non-compete, not an NDA. It could prevent you from taking on other clients in your niche.

🚩 "All information disclosed is confidential"

This is too broad. It could include things you already know or information that's publicly available.

🚩 "You cannot use any work product in your portfolio"

This prevents you from showcasing your work—a major problem for freelancers who rely on portfolios to get new clients.

🚩 "This agreement is governed by the laws of [a state you don't live in]"

If you're sued, you may have to hire a lawyer in another state—expensive and inconvenient.

🚩 "You are liable for any breach, including breaches by your subcontractors"

This makes you responsible for people you don't control.

What to Do If You Spot a Red Flag

If you see a problematic clause, here's what to do:

1. Ask questions. Most clients are willing to clarify or revise unreasonable terms.
2. Propose specific edits. Instead of saying "I don't like this," suggest alternative language.
3. Get it in writing. If the client agrees to a change verbally, make sure it's reflected in the contract.
4. Know when to walk away. If a client refuses to budge on unreasonable terms, it may be a sign of bigger problems ahead.

How to Negotiate NDA Terms

Here are some negotiation tips that work:

Instead of: "This NDA is too broad."
Try: "Can we clarify that 'confidential information' excludes information I already know or that's publicly available?"

Instead of: "I can't agree to this non-compete."
Try: "I'm happy to agree not to work on directly competing projects during our engagement, but I need to be able to take on other clients in the same industry."

Instead of: "I need to keep samples for my portfolio."
Try: "Can we add a clause allowing me to keep anonymized or non-confidential work samples for portfolio purposes?"

When to Get Legal Help

You should consult a lawyer if:

• The NDA includes a non-compete or non-solicitation clause
• The potential liability is significant (e.g., you're working on a high-value project)
• The client is asking you to sign multiple agreements (NDA + contract + IP assignment)
• You're unsure about any terms and the client won't clarify

Remember: A quick consultation with a lawyer can save you from costly mistakes down the road.

How Vinny Can Help

Reviewing NDAs doesn't have to take hours. Vinny can:

• Summarize key terms in plain English
• Highlight potential red flags
• Suggest questions to ask your client
• Help you decide whether to sign, negotiate, or walk away

Not a lawyer. Not legal advice. Just fast, reliable guidance when you need it.