Most freelancers sign NDAs without reading them. They look standard. But the wrong confidentiality clause can stop you from listing the project in your portfolio, talking about the work at a conference, or even reusing common techniques on your next gig.
What an NDA Should Actually Protect
A reasonable NDA exists to protect specific confidential business information: trade secrets, customer lists, unreleased product plans, internal financials. It should not cover information that is already public, that you already knew, or that anyone in your field would consider general professional knowledge.
Red Flags in Confidentiality Clauses
Portfolio Lockout
If you can't show the work to anyone, you can't get hired for similar work. Always negotiate the right to display a redacted version, screenshots, or at minimum the client's name in your portfolio.
The 5 Standard Carve-Outs Every NDA Should Have
- Already public — information that's already in the public domain through no fault of yours.
- Already known — information you already had before the engagement, documented or otherwise.
- Independently developed — anything you create separately without using their confidential information.
- Received from a third party with no duty of confidentiality.
- Required by law — court order, regulator request, subpoena (usually with notice to the client first).
If these five aren't in the contract, ask for them. Any competent counterparty will agree — they're industry standard.
How Long Should Confidentiality Last?
For ordinary commercial information: 2 to 5 years from contract termination. For genuine trade secrets: as long as the information remains secret (typical phrasing: "until the information becomes public through no fault of the receiving party").
Perpetual NDAs covering ordinary information are unreasonable and, in many jurisdictions, unenforceable.
Negotiation Scripts That Work
- "Can we cap the confidentiality period at 3 years post-termination?"
- "I'd like to add the standard carve-outs — already public, already known, independently developed, third-party, required by law."
- "I'd like to retain the right to list this project on my portfolio after launch, even just the company name."
- "Can we tie liquidated damages to actual proven harm rather than a flat amount?"
- "Can confidentiality be mutual? I share confidential things with you too."
How Contract Review Reviews NDAs
Contract Review flags perpetual durations, missing carve-outs, one-sided obligations, and portfolio bans — and rewrites them in plain English so you can paste reasonable language back to your client.