understanding key contract elements – the nda

08.04.2023© freelancermap.com

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Understanding Key Contract Elements – the NDA

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08.04.2023 [email protected]© freelancermap.com

Contracts as freelancer

For freelancers, working with a contract is advisable inalmost every situation – it usually protects both sidesfrom a number of potential risks that might occur.Freelancers know this. However, legal language is oftenpretty scary and signing a contract can feel like jumpinginto something which you don’t entirely understand. To help you get the hang of contracts and know whatto look for, we’re explaining one of their key elementstoday – the non-disclosure agreement (NDA).


1) What is a NDA?

For starters, let’s look at the meaning of the abbreviationNDA, also sometimes referred to as a secrecy agreementor confidentiality agreement. It is basically the part of alegal contract which obligates to privacy and compelsthose who agree to keep any specified informationsecret.


2) Why does it exist?

A non-disclosure agreement exists to protect informationabout the client and about how they conduct business.This could refer to a concept, idea, content, databasescontaining confidential information, an invention or evena process by which your client operates their business.


3) Main elements of a NDA

There are a couple of things that each and every NDAhas. Firstly, it defines the confidential information whichshould be protected. This part is often vague, becauseexplicitly mentioning secrets defeats the purpose of thewhole thing. It can include things such as “innovativeprocesses”, but also obvious stuff like sales figures orcustomer information. Exclusions are also an importantpart of the NDA – they specify the aforementionedinformation that are excluded from the written agreement.


3) Main elements of a NDA (cont’d)

Most NDAs include a time frame – information is rarelyprotected forever, rather just a number of months/yearsyou and your client agreed upon, for example, until theproduct is released and the information about it is madepublic.


3) Main elements of a NDA (cont’d)

Last but not least, secrecy agreements will precisely spellout the people which are made privy to the informationand obliged to keep it secret. This means that if you areworking with any subcontractor or otherwise receiving helpon a project, the company must be informed so that theadditional persons may be included in the legal document.


4) Benefits

NDAs can be a legitimate way for clients to protect theirprivate information. Nobody wants their brand newmarketing idea or concept to be leaked ahead of time sothat the competition can take advantage. Keeping suchthings secretive is often a necessity and signing an NDAserves as a guarantee for your client.


5) Downsides

Sometimes NDAs can be tricky. For example, somecompanies will try to limit the information you areallowed to share about the project. This is fine, but has itslimits. Not being allowed to include the project in yourrésumé, for example, is something that you should avoid.It leaves a blank page in your career and usually you canagree with the client to list the work vaguely, withoutmentioning their name if that is what they are after.


5) Downsides (cont’d)

An NDA can also restrict the use of anything learnt or theexperience gained while working on the project. That’stricky. On the one hand, it is often impossible to createsuch a mental barrier. On the other, it means that you arenot allowed to build up on your experience and have toreinvent the wheel every time you work on a similar project,which makes little sense. This is when you might want torenegotiate that part of the contract with your clients oreven step away altogether if they refuse to change it.


Final tip:

Signing contracts should never be done lightheartedly.Freelancers should carefully review any NDA they arepresented with and consult a lawyer if they feel unsureabout what it covers. Deciding whether or not to sign anNDA will get easier with time as you establish what youare willing to consider and what you would rather not do.

08.04.2023© freelancermap.com

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