NDA review checklist for freelancers

A client wants to share their roadmap before you quote, and an NDA has landed in your inbox with "please sign and return today". Most NDAs are boilerplate. Spending an hour on every one is a waste, but signing without reading is how freelancers end up giving away their code library or agreeing not to work in their own industry.

This is the five-minute check. It is not legal advice; for a high-value engagement or anything that looks unusual, have a lawyer read it.

Mutual or one-way: ask for mutual

A one-way NDA protects only the client. A mutual NDA protects both sides, and you share more than you think: your rates, your process documents, your templates and the names of other clients you mention as examples.

Ask for mutual by default. If the client's legal team prefers one-way, it is acceptable when you really are only receiving information, for example when you are reviewing their data for an audit. If you are pitching an idea or sharing your own method, it should be mutual.

The five-minute check

Read the NDA once with this list next to it.

If everything is ticked, sign it. If one or two are not, use the redlines below.

Clauses to push back on, with sample redlines

Keep your edits short and specific. A client's lawyer will accept a clean two-line change faster than a page of comments.

"All information is confidential"

Too broad. It covers things you already knew and things that are public.

Replace: "all information disclosed by the Company in any form"
With: "information disclosed by either party that is marked confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure"

A perpetual term

Replace: "These obligations shall survive indefinitely."
With: "These obligations last for three years after the last disclosure, except for trade secrets, which remain protected for as long as they are kept secret and not public."

A non-compete or non-solicit hidden inside

A promise not to work for competitors after the contract ends is generally void in India under section 27 of the Indian Contract Act, but you do not want to argue that later. Delete it.

Delete clause {{number}} in full. Note to client: "This agreement covers confidentiality only. Happy to discuss non-solicitation of your employees in the main services agreement if needed."

A narrow promise not to poach the client's employees is common and usually fine in the services agreement. A promise not to work with any company in their sector is not.

An uncapped indemnity or penalty

Some templates ask you to "indemnify the Company against all losses" from any breach, or set a fixed damages figure such as ₹10 lakh. Under section 74 of the Indian Contract Act, a court awards reasonable compensation up to a stated figure rather than the figure itself, but an uncapped indemnity is still a risk you do not need.

Replace: "The Recipient shall indemnify the Company against all losses arising from any breach."
With: "Each party is liable for direct losses caused by its breach of this Agreement. Either party may seek an injunction to prevent an actual or threatened breach, after giving written notice where practical."

Injunction without notice

Courts can grant urgent relief anyway. Asking for notice where practical keeps the relationship sane.

Walk away, or move the clause elsewhere, if you see these

• An IP assignment inside the NDA. Some US templates add a line giving the client rights to "any ideas arising from discussions". IP belongs in the MSA and the statement of work, tied to payment, not in an NDA you sign before you have been hired.
• A requirement to disclose your other clients, or to stop working with them.
• Audit rights over your laptop or systems for years after the work ends.

Any of these on a pre-sales NDA is unusual enough to slow down and ask why. If the answer is "it's our standard template", ask for their short-form NDA; most companies have one. If they insist, see the client red flags playbook.

The email to send with your redlines

Subject: NDA: a few small edits

Hi {{name}},

Happy to sign, with a few small changes to make it workable on my side. The redline is attached. In short:

1. Made it mutual, since I'll be sharing my process and pricing too
2. Capped the term at three years after the last disclosure (trade secrets stay protected for longer)
3. Removed clause {{x}} on non-competition, as this agreement is about confidentiality only
4. Added the usual exclusion for information I already knew or develop independently

Let me know if any of these is a blocker and we can talk it through. I can sign today once we're aligned, so we don't hold up the call on {{day}}.

{{your name}}

Most clients accept these changes because they are standard. The ones who refuse every edit on a simple NDA are telling you something about how the contract negotiation will go.

After you sign

Save the signed PDF in the client's folder with the date. Note the term end date in your calendar. When the project ends, delete or return what the NDA asks you to, and say so in a one-line email. It costs nothing and it is the sort of thing a client remembers when they next need a freelancer.

If the NDA came before a discovery call, keep the call to what you need for scoping. You do not need the full roadmap to send a good proposal.