Non-Disclosure Agreements

It is acceptable for you as a client to request that a freelancer sign an external non-disclosure agreement (NDA) which can be included as one of the job terms on the platform. However, please note that the agreement you provide is strictly between the freelancer and your company and will not be enforced by Upwork.

The Upwork Terms of Service contain default non-disclosure terms which many clients consider sufficient for this purpose. These include the following:

  • The freelancer agrees to keep all information learned as part of the project confidential, and vice versa.
  • You grant a freelancer limited rights to use any materials you share to do the work defined in your contract, but you retain the IP rights. When the project wraps up, or on your request, the freelancer agrees to return or destroy your materials.
  • Once paid in full, the freelancer retains no rights to use it—any IP the project has generated becomes your property. The exception is any background technology that’s been specifically identified up front.

Check out this article in our Hiring Headquarters for more information on protecting your intellectual property. For more complex NDA needs, consider Upwork Enterprise and Compliance Services.

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