Freelancer NDA Template with IP Assignment (Free Contractor NDA)

FREELANCER CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT This Agreement is made effective as of [Effective date] by and between: [Client name], of [Client address] (the "Client"), and [Contractor name], of [Contractor address] (the "Contractor"). 1. SERVICES The Contractor will provide the following services to the Client: [Services description] (the "Services"). Any separate statement of work, proposal or invoice describes fees and schedule; this Agreement governs confidentiality and ownership of work. 2. CONFIDENTIAL INFORMATION "Confidential Information" means all non-public information the Client shares with the Contractor or that the Contractor sees while performing the Services, including business plans, customer and user data, financial information, software, credentials, designs and unreleased products. It does not include information that is or becomes public through no fault of the Contractor, that the Contractor already lawfully knew, or that the Contractor lawfully receives from a third party without a duty of confidentiality. 3. CONFIDENTIALITY OBLIGATIONS The Contractor will: (a) use Confidential Information only to perform the Services; (b) not disclose it to anyone without the Client's prior written consent, including subcontractors; (c) protect it with at least reasonable care, including keeping access credentials secure and using only devices and accounts approved for the work; and (d) promptly tell the Client of any loss, unauthorized access or disclosure. These duties continue during the Services and for [Confidentiality years] years afterwards, and for as long as any trade secret remains a trade secret. 4. OWNERSHIP OF WORK PRODUCT "Work Product" means everything the Contractor creates for the Client under this Agreement, including designs, code, text, graphics, documentation and other deliverables, and all intellectual property rights in them. (a) To the extent allowed by law, Work Product is a "work made for hire" for the Client. (b) To the extent any Work Product is not a work made for hire, the Contractor assigns to the Client all right, title and interest in it, [Assignment timing]. (c) The Contractor waives, or agrees not to assert, any moral rights in the Work Product, to the extent allowed by law. (d) The Contractor will sign any further documents reasonably needed to confirm the Client's ownership, at the Client's expense. 5. PRE-EXISTING MATERIALS The Contractor keeps ownership of tools, code libraries, templates and know-how it owned before this Agreement or develops independently of it ("Pre-Existing Materials"). If any Pre-Existing Materials are included in the Work Product, the Contractor grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, copy and modify them as part of the Work Product. The Contractor will not include third-party or open-source materials whose license terms would restrict the Client's use without first telling the Client in writing. 6. PORTFOLIO USE [Portfolio terms] 7. RETURN OF MATERIALS When the Services end, or earlier if the Client asks, the Contractor will return or securely delete all Confidential Information and Client materials, including copies in email, cloud storage and personal devices, and confirm this in writing if asked. 8. INDEPENDENT CONTRACTOR The Contractor is an independent contractor, not an employee, partner or agent of the Client, and is responsible for its own taxes and insurance. 9. PROTECTED DISCLOSURES Nothing in this Agreement prevents the Contractor from reporting possible violations of law to a government agency or from making other legally protected disclosures. Under the U.S. Defend Trade Secrets Act (18 U.S.C. § 1833(b)), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. 10. REMEDIES AND GENERAL A breach may cause harm that money alone cannot fix, and the Client may seek an injunction in addition to other remedies. This Agreement is governed by the laws of [Jurisdiction]. It may be changed only in writing signed by both parties. If any part is unenforceable, the rest remains in effect. This Agreement may be signed electronically. CLIENT: [Client name] Signature: ___________________________ Name: [Client signatory] Date: ____________ CONTRACTOR: [Contractor name] Signature: ___________________________ Date: ____________