Independent Contractor Non-Disclosure Agreement (NDA) Template - Independent Contractor

Aug 31, 2026

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Independent Contractor Non-Disclosure Agreement (NDA) template defines a confidential relationship between a Client and an Independent Contractor. It specifies the contractor’s status as a non-employee, paid for work made for hire, and outlines limits on authority, permitted services, and the scope of “Confidential Information,” including verbal, electronic, and written materials. The agreement covers proper use, non-disclosure obligations during and after services, and establishes that Work Product and related results are owned exclusively by the Client, with moral rights waived. It also addresses IP rights, including trademarks, copyrights, and patents, plus term and post-termination restrictions such as non-solicitation and non-compete.

LanguageEnglish

CategoryForms

FormatDOCX

Pages3

Reading Time1 min

AccessFree to download

Independent Contractor Non-Disclosure Agreement (NDA) Template

The Parties

Status

Confidential Information

Intellectual Property

Trademarks, Copyrights, & Patents

Term

Non-Solicitation and Non-Compete

INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT 1. THE PARTIES. This Independent Contractor Non-Disclosure Agreement, hereinafter the “Agreement”, entered into the ___ day of ________________________, 20___, hereinafter the “Effective Date”, is by and between ________________________, of ________________________, City of ________________________, State of ________________________, hereinafter known as “Client”, AND ________________________, of ________________________, City of ________________________, State of ________________________, hereinafter known as the “Independent Contractor”. Both Client and Independent Contractor shall be mentioned collectively as the “Parties”. WHEREAS, the Parties agree as follows: 2. STATUS. The Parties agree that the Independent Contractor is not an employee or an owner of any of the information that is to be disclosed by the Client and is strictly being paid as a “work made for hire” in accordance with 17 U.S. Code § 201 (b). In addition, the Parties agree that: a. Relationship. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. If any ownership interests do exist by the Independent Contractor it shall be mentioned and detailed in a separate agreement. b. Services. The Parties agree that the Independent Contractor is to be performing “Services” in an effort to create a final Work Product, as defined in Section 4(a) of this Agreement, in exchange for payment that is outlined in a separate agreement. c. No Authority. Independent Contractor shall have no authority to act as agent for, or on behalf of, Client, or to represent Client, or bind Client in any manner. 3. CONFIDENTIAL INFORMATION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans and developments, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications and other business information, relating to Client’s business, assets, operations or contracts, furnished to Independent Contractor and/or Independent Contractor’s affiliates, employees, officers, owners, agents, consultants, subcontractors or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all compilations, work products, and other data or material prepared by or in the possession or control of the Independent Contractor, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. Confidential Information may be provided in written, oral, electronic or other form. a.Proper Use.Independent Contractorshall not,other than in the proper use in the performance of their duties, use, publish or otherwise disclose to any person any information relating to the Client’s affairs and the specificities of this brief. b.Non-Disclosure. Independent Contractorand its employees shall not, during the time of rendering services to the Client or thereafter, disclose to anyone other than authorized employees of the Client (or persons designated by such duly authorized employees of the Client) or use for the benefit of Independent Contractorand its employees or for any entity other than the Client, any information of confidential nature relating to: 4. INTELLECTUAL PROPERTY. The Intellectual Property that is to be created during the “work made for hire” between the Parties shall be applied to the following: a. Work Product. The term “Work Product” s

FAQs

What is the relationship status of the Independent Contractor under this agreement?

The Independent Contractor is not an employee or an owner of the information disclosed by the Client. The contractor is paid as a “work made for hire” under applicable law.

What counts as Confidential Information?

Confidential Information includes documents, records, data, drawings, models, designs, software, prototypes, samples, methodologies, patent applications, and other business information provided in any form. It also includes compilations and work products prepared from Confidential Information.

Who owns the Work Product and other results created under the agreement?

Work Product and related results, systems, and information are treated as “work made for hire” to the extent permitted by law and remain the sole and exclusive property of the Client. The Independent Contractor also waives moral rights related to the Work Product.

Aug 31, 2026

Upload by Levi