Below is a sample NDA for a freelance software contractor that includes confidentiality, intellectual property assignment, and a 2-year non-compete clause.

Important: I’m not a lawyer, and non-compete clauses are restricted or unenforceable in some jurisdictions, especially for independent contractors or depending on geographic scope, job function, and local law. You should have a qualified attorney review this before using it.

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NON-DISCLOSURE, INTELLECTUAL PROPERTY ASSIGNMENT, AND RESTRICTIVE COVENANTS AGREEMENT

This Non-Disclosure, Intellectual Property Assignment, and Restrictive Covenants Agreement (“Agreement”) is entered into as of [Effective Date] by and between:

[Company Name], a [State/Country] [entity type], with its principal place of business at [Address] (“Company”),

and

[Contractor Name], an individual with an address at [Address] (“Contractor”).

Company and Contractor may each be referred to as a “Party” and collectively as the “Parties.”

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1. Purpose

Contractor has been engaged by Company as an independent contractor to provide services in connection with a software project and related work (the “Services”). In connection with the Services, Contractor may receive access to Company’s confidential, proprietary, and trade secret information. This Agreement sets forth Contractor’s obligations regarding confidentiality, ownership of work product, and certain restrictive covenants.

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2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any non-public information disclosed or made available by or on behalf of Company to Contractor, whether orally, visually, electronically, in writing, or by inspection, including without limitation:

• software, source code, object code, scripts, APIs, architecture, algorithms, models, data structures, and technical documentation;
• product plans, roadmaps, inventions, discoveries, concepts, designs, techniques, processes, methods, and know-how;
• business plans, financial information, pricing, marketing plans, forecasts, and sales information;
• customer lists, supplier information, contracts, and business opportunities;
• user data, personal information, security practices, credentials, and system configurations;
• any notes, analyses, summaries, compilations, or other materials derived from the foregoing.

Confidential Information also includes the existence and terms of this Agreement and the nature of the Services, unless disclosure is approved by Company in writing.

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3. Exclusions from Confidential Information

Confidential Information does not include information that Contractor can demonstrate by written evidence:

1. was publicly available at the time of disclosure or later becomes publicly available through no wrongful act or omission of Contractor;
2. was lawfully known to Contractor without restriction before disclosure by Company;
3. was lawfully obtained by Contractor from a third party without breach of any obligation of confidentiality; or
4. was independently developed by Contractor without use of or reference to Company’s Confidential Information.

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4. Non-Disclosure and Use Restrictions

Contractor shall:

1. hold all Confidential Information in strict confidence and use at least reasonable care, and in no event less than the care Contractor uses to protect its own confidential information of a similar nature;
2. use Confidential Information solely as necessary to perform the Services for Company and for no other purpose;
3. not disclose Confidential Information to any third party without Company’s prior written consent, except to Contractor’s employees or permitted subcontractors who have a strict need to know and are bound by written confidentiality obligations at least as protective as those in this Agreement;
4. not copy, reverse engineer, decompile, disassemble, reproduce, distribute, modify, or create derivative works from Confidential Information except as necessary to perform the Services and as authorized by Company in writing;
5. promptly notify Company of any unauthorized access, use, or disclosure of Confidential Information of which Contractor becomes aware and cooperate with Company in mitigating any resulting harm.

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5. Compelled Disclosure

If Contractor is required by law, regulation, or court order to disclose any Confidential Information, Contractor shall, to the extent legally permitted, promptly notify Company in writing so that Company may seek a protective order or other appropriate remedy. Contractor shall disclose only that portion of the Confidential Information legally required to be disclosed and shall use reasonable efforts to ensure confidential treatment of such information.

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6. Return and Destruction of Materials

Upon Company’s request or upon termination of the Services, Contractor shall promptly:

1. return to Company or destroy all documents, files, records, software, code, devices, access credentials, and other materials containing or reflecting Confidential Information, including all copies;
2. permanently delete Confidential Information from Contractor’s systems and storage media, except to the extent retention is required by law or automated backup systems maintained in the ordinary course, provided such retained information remains subject to this Agreement;
3. certify in writing, upon Company’s request, compliance with this Section.

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7. Intellectual Property Assignment

7.1 Work Product

“Work Product” means any and all work performed, created, conceived, authored, developed, reduced to practice, or delivered by Contractor, alone or with others, in connection with the Services, including without limitation:

• software, source code, object code, libraries, modules, scripts, and tools;
• inventions, improvements, discoveries, processes, methods, techniques, and know-how;
• documentation, specifications, designs, wireframes, reports, databases, and data sets;
• trademarks, service marks, domain names, logos, content, and other materials;
• all modifications, enhancements, derivative works, and related intellectual property rights therein.

7.2 Work Made for Hire

To the fullest extent permitted by applicable law, the Work Product shall be deemed “work made for hire” for Company. To the extent any Work Product does not qualify as work made for hire, Contractor hereby irrevocably assigns, transfers, and conveys to Company all worldwide right, title, and interest in and to the Work Product, including all intellectual property rights therein, including all copyrights, patent rights, trade secret rights, mask work rights, trademark rights, and all other proprietary rights.

7.3 Further Assurances

Contractor shall execute and deliver such documents and take such actions as Company may reasonably request to evidence, perfect, maintain, or enforce Company’s rights in the Work Product, both during and after the term of this Agreement. If Contractor fails or is unable to do so, Contractor hereby appoints Company as Contractor’s attorney-in-fact solely for that purpose, which appointment is coupled with an interest and is irrevocable to the extent permitted by law.

7.4 Moral Rights Waiver

To the extent permitted by applicable law, Contractor hereby waives any and all moral rights, droit moral, or similar rights in the Work Product and agrees not to assert such rights against Company or its assigns, licensees, or successors.

7.5 Pre-Existing Materials

Contractor retains ownership of any tools, code, libraries, frameworks, inventions, or other materials developed by Contractor prior to the Effective Date or independently of the Services (“Pre-Existing Materials”), provided that Contractor identifies such Pre-Existing Materials in Exhibit A attached hereto. To the extent any Pre-Existing Materials are incorporated into any Work Product or are necessary for the use, reproduction, modification, distribution, or exploitation of the Work Product, Contractor grants Company a perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid-up, royalty-free license to use, reproduce, modify, distribute, perform, display, import, make, have made, sell, offer for sale, and otherwise exploit such Pre-Existing Materials as part of or in connection with the Work Product.

7.6 No Conflicting Obligations

Contractor represents and warrants that Contractor’s performance of the Services and execution of this Agreement do not and will not violate any other agreement, duty, or obligation owed by Contractor to any third party. Contractor shall not use or disclose any confidential information of any former client, employer, or third party in performing the Services.

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8. Non-Compete

In consideration of Contractor’s engagement by Company and access to Company’s Confidential Information, and to the maximum extent permitted by applicable law, Contractor agrees that during the term of the Services and for a period of two (2) years following the termination or completion of the Services for any reason, Contractor shall not, directly or indirectly, whether as an employee, contractor, consultant, owner, partner, member, shareholder, or otherwise:

1. engage in, provide services to, or have any financial interest in any business that develops, markets, licenses, or sells products or services that are competitive with the specific products or services of Company on which Contractor worked or about which Contractor received Confidential Information;
2. assist any person or entity in developing or offering any product, service, or technology that is substantially similar to or competitive with the products, services, or technology of Company that were the subject of Contractor’s Services;
3. solicit, induce, or encourage any current customer, client, vendor, or business partner of Company with whom Contractor had material contact during the term of the Services to reduce or terminate their relationship with Company.

This restriction shall apply within [geographic area, e.g., the United States / State of X / any jurisdiction in which Company actively markets the relevant product or service].

Notwithstanding the foregoing, ownership of less than 2% of the outstanding securities of a publicly traded company shall not, by itself, constitute a violation of this Section.

Note: This clause should be tailored to a narrow, reasonable scope. In many jurisdictions, a broad non-compete may be unenforceable. Consider using a non-solicitation and confidentiality-only restriction instead if local law disfavors non-competes.

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9. Non-Solicitation of Personnel

During the term of the Services and for two (2) years thereafter, Contractor shall not directly solicit for employment or engagement any employee or independent contractor of Company with whom Contractor had direct contact during the performance of the Services, except through general advertisements not specifically targeted at such persons.

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10. Independent Contractor Relationship

Contractor is and shall remain an independent contractor and not an employee, partner, joint venturer, or agent of Company. Contractor shall have no authority to bind Company. Contractor shall be solely responsible for all taxes, withholdings, insurance, and other statutory, regulatory, or contractual obligations of any sort, including those relating to Contractor’s personnel, if any.

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11. Term and Survival

This Agreement shall commence on the Effective Date and continue until terminated in writing by either Party; provided, however, that Contractor’s obligations with respect to:

• Confidential Information shall continue for five (5) years from disclosure, or for so long as such information remains a trade secret under applicable law, whichever is longer;
• Intellectual property assignment shall survive indefinitely;
• restrictive covenants shall survive for the periods stated in this Agreement.

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12. Remedies

Contractor acknowledges that any breach of this Agreement may cause Company irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in the event of any actual or threatened breach, Company shall be entitled to seek injunctive relief, specific performance, and any other rights and remedies available at law or in equity, without the requirement of posting bond except as required by law.

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13. Representations and Warranties

Contractor represents, warrants, and covenants that:

1. Contractor has full power and authority to enter into and perform this Agreement;
2. the Work Product will be original to Contractor except for properly licensed or Company-provided materials;
3. the Work Product will not knowingly infringe, misappropriate, or violate any intellectual property or other rights of any third party;
4. Contractor will comply with all applicable laws, regulations, and industry standards in performing the Services, including data protection and export control laws to the extent applicable.

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14. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State/Commonwealth/Country of [Jurisdiction], without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County, State/Country], except that Company may seek injunctive relief in any court of competent jurisdiction.

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15. Severability and Blue-Pencil

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. To the extent permitted by law, any overly broad restrictive covenant shall be modified and enforced to the maximum extent permissible to effect the Parties’ original intent.

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16. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written, relating to such subject matter. Any amendment or modification must be in writing and signed by both Parties.

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17. Assignment

Contractor may not assign or delegate this Agreement or any rights or obligations under it without Company’s prior written consent. Company may assign this Agreement to any affiliate, successor, or acquirer of all or substantially all of its business or assets.

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18. Notices

All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by nationally recognized courier, or sent by email with confirmation of receipt, to the addresses set forth above or to such other address as either Party may designate by notice.

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19. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and signatures transmitted electronically shall be deemed originals and enforceable to the fullest extent permitted by law.

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EXHIBIT A

Pre-Existing Materials

Contractor identifies the following Pre-Existing Materials, if any, that are excluded from assignment under this Agreement:

• [List any pre-existing software, libraries, frameworks, tools, templates, or other materials]
• [If none, state: “None.”]

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SIGNATURES

COMPANY
[Company Name]

By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

CONTRACTOR
[Contractor Name]

Signature: _____________________
Name: ________________________
Date: _________________________

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If you want, I can also provide one of these next:

1. a short-form version of this agreement,
2. a more contractor-friendly version, or
3. a version tailored to a specific U.S. state or country.

Non-Disclosure Agreement for Freelance Software Contractor

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Insert Date] (the "Effective Date") by and between [Company Name], a [state of incorporation] corporation with its principal place of business at [Company Address] (the "Company" or "Disclosing Party"), and [Contractor Full Name], an individual with an address at [Contractor Address] (the "Contractor" or "Receiving Party").[1][2][3]

Recitals

WHEREAS, the Company engages freelance contractors to provide services related to the development of certain software (the "Project");
WHEREAS, in connection with the Project, the Company will disclose Confidential Information (as defined below) to the Contractor;
WHEREAS, the Contractor will create certain work product and inventions related to the Project; and
WHEREAS, the parties desire to protect such Confidential Information and ensure all intellectual property rights in the Project vest in the Company.
NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:[1][2][3]

1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Company to the Contractor, whether orally, in writing, electronically, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: unpublished computer code, design definitions and specifications, flow diagrams and flowcharts, formulas and algorithms, system and user documentation, data structures and data compilations, marketing and sales data, customer lists, pending patent applications, business strategies, and any other information with commercial value to the Company.[1][2][3]

2. Exclusions from Confidential Information

Confidential Information does not include information that: (a) is publicly known at the time of disclosure or becomes publicly known through no fault of the Contractor; (b) was known to the Contractor prior to disclosure by the Company, as evidenced by written records; (c) is independently developed by the Contractor without use of or reference to the Company's Confidential Information; or (d) is rightfully obtained by the Contractor from a third party without restriction on disclosure.[2][3][4]

3. Obligations of Contractor

The Contractor agrees:

• To hold the Confidential Information in strict confidence and not disclose it to any third party without the Company's prior written consent.[1][2][3]
• To use the Confidential Information solely for the purpose of performing services on the Project (the "Permitted Purpose") and not for any other purpose, including personal or competitive gain.[1][2][3]
• To restrict access to Confidential Information to its employees or subcontractors who have a need to know for the Permitted Purpose and who are bound by nondisclosure obligations at least as protective as those herein.[2][3]
• Upon the Company's request or termination of the engagement, to promptly return or destroy all Confidential Information and certify such destruction in writing.[2][7]

4. Intellectual Property Assignment

4.1 Work Product. All inventions, discoveries, developments, software code, designs, documentation, and other work product created, conceived, or reduced to practice by the Contractor (alone or with others) in connection with the Project, whether during or after normal working hours or on or off the Company's premises (collectively, "Work Product"), shall be the exclusive property of the Company. The Contractor hereby irrevocably assigns to the Company all right, title, and interest worldwide in and to the Work Product, including all intellectual property rights therein (e.g., copyrights, patents, trade secrets).[1][2][6]

4.2 Pre-Existing IP. If the Contractor incorporates any pre-existing intellectual property owned by the Contractor ("Pre-Existing IP") into the Work Product, the Contractor grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and exploit such Pre-Existing IP as part of the Work Product. The Contractor warrants that such Pre-Existing IP does not infringe third-party rights.

4.3 Moral Rights. To the extent permitted by law, the Contractor waives any moral rights in the Work Product and consents to any use or modification by the Company without attribution.[1][6]

5. Non-Compete and Non-Solicitation

5.1 Non-Compete. During the term of this Agreement and for a period of two (2) years thereafter (the "Restricted Period"), the Contractor shall not, directly or indirectly, anywhere in the world: (i) engage in or perform any services for a competing business developing software substantially similar to the Project; (ii) assist any third party in such development; or (iii) solicit or accept work from the Company's customers or partners known to the Contractor through the Project. This restriction is limited to the scope reasonably necessary to protect the Company's legitimate business interests.[2][4]

5.2 Non-Solicitation. During the Restricted Period, the Contractor shall not solicit or hire any employee, contractor, or consultant of the Company.[4]

6. Term and Duration of Obligations

This Agreement commences on the Effective Date and continues until terminated by either party upon written notice. However, the Contractor's obligations regarding Confidential Information and intellectual property assignment shall survive indefinitely or until the information no longer qualifies as confidential, and non-compete obligations shall survive for the Restricted Period.[2][4]

7. Remedies

The Contractor acknowledges that breach of this Agreement may cause irreparable harm to the Company for which monetary damages are insufficient. The Company shall be entitled to injunctive relief, in addition to any other remedies available at law or equity, without posting bond.[1][2]

8. Governing Law

This Agreement shall be governed by the laws of the State of [Insert State], without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in [Insert County, State].[3]

9. Entire Agreement; Severability

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. If any provision is held invalid, the remainder shall continue in full force.[4]

10. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Company:
[Company Name]
By: _______________________________ (Signature)
Name: [Authorized Signatory]
Title: [Title]
Date: ________________

Contractor:
_______________________________ (Signature)
[Contractor Full Name]
Date: ________________[1][3]

Note: This is a sample draft based on standard templates and should be reviewed and customized by a qualified attorney to ensure enforceability under applicable law, as non-compete clauses vary by jurisdiction (e.g., may be limited or unenforceable in some states like California).[2][4]