Create Your Contractor Non-Disclosure Agreement

A unilateral Non-Disclosure Agreement between a company (or individual client) and an independent contractor: you disclose confidential information — trade secrets, source code, client data — and the contractor is contractually bound to protect it, during the engagement and for a survival period after. It works alongside federal and state trade-secret law: the Defend Trade Secrets Act (18 U.S.C. §§1836–1839) and the Uniform Trade Secrets Act (adopted in ~48 states + DC; New York uses common law) protect only information kept under "reasonable measures" of secrecy — and a signed NDA is the paradigm reasonable measure (18 U.S.C. §1839(3)(A)).

Federal law gives every worker immunity for disclosing trade secrets confidentially to the government or an attorney to report a suspected violation of law, or in sealed court filings (18 U.S.C. §1833(b)(1)–(2)) — and requires employers to give notice of that immunity in any agreement governing confidential information. The statute expressly defines "employee" to include contractors and consultants (§1833(b)(4)). If the notice is missing, the company forfeits exemplary (double) damages and attorney's fees in a federal trade-secret suit against that worker (§1833(b)(3)(C)). The notice costs you nothing — the immunity exists either way — so this form always includes it to preserve your full remedies.

Three structural differences. Equipment: contractors work on devices and accounts you don't control, so the return-of-materials clause covers personal devices, cloud storage, credentials, and code repositories with written certification. Ownership: an employee's work product is typically the employer's automatically; a contractor owns theirs unless a written agreement assigns it (17 U.S.C. §§101, 204(a); CCNV v. Reid, 490 U.S. 730 (1989)) — this NDA flags that an IP Assignment is a separate document. Classification: the NDA includes an express independent-contractor-status clause and defaults restrictive covenants OFF, because employee-style restrictions can feed a misclassification claim under the IRS common-law factors or California's ABC test (Lab. Code §2775).

You can — both are optional toggles — but check your state, and this form warns you as you toggle. California voids both for workers including contractors, regardless of where the agreement was signed (Bus. & Prof. Code §§16600, 16600.5; Edwards v. Arthur Andersen, 44 Cal. 4th 937 (2008)). Colorado enforces them only above earnings thresholds ($130,014 / $78,008 in 2026) with penalties for void covenants (C.R.S. §8-2-113); Illinois' lines are $75,000 / $45,000 (820 ILCS 90/10). Massachusetts applies strict formalities to contractor non-competes (G.L. c. 149 §24L). Texas and Florida are covenant-friendly (Tex. Bus. & Com. Code §15.50; Fla. Stat. §§542.335, 542.41–.45). In most engagements the confidentiality clause alone does the real work.

No — and assuming it does is the most expensive mistake in contractor engagements. An NDA protects secrecy; it does not transfer ownership. Under copyright law, an independent contractor owns their work product unless it falls in one of nine statutory "work made for hire" categories with a signed writing, or a written assignment transfers it (17 U.S.C. §§101, 204(a); CCNV v. Reid, 490 U.S. 730 (1989)). If your contractor produces deliverables, pair this NDA with an IP Assignment Agreement or an assignment clause in the services contract.

The return-of-materials clause requires the contractor to return all materials, permanently delete electronic copies from personal devices, cloud storage, and development environments, surrender all credentials (logins, API keys, SSH keys, VPN), remove your source code from personal repositories, and certify compliance in writing. The survival clause keeps confidentiality obligations alive after termination — and anything qualifying as a trade secret stays protected for as long as it remains secret (18 U.S.C. §1839(3); UTSA). Revoke access on your side too; the certification then documents your ongoing "reasonable measures." This is a self-help template, not legal advice — for a dispute already underway, consult a licensed attorney.