When reviewing a UK NDA as a freelancer, the six things to check are: the definition of confidential information, duration, whether it's mutual or one-way, hidden clauses (non-compete, IP assignment, non-solicitation), portfolio rights, and the liability cap for breach. Missing any one of these can restrict your work for years.

Most NDA guides are written for the business sending the agreement (the one with a legal team, a template, and something specific to protect). This guide is written for you: the freelancer who just received a multi-page confidentiality agreement before a project and isn't sure what you're agreeing to.

Key Takeaways

• The definition of "confidential information" is often so broad it covers almost anything. Check for public domain carve-outs

• UK standard NDA duration is 3–5 years; perpetual NDAs ("indefinitely") are aggressive and worth pushing back on

• Non-compete clauses and IP assignment provisions are sometimes embedded inside NDAs, separate from the main contract

• Since the Victims and Prisoners Act 2024, NDAs cannot legally prevent you from reporting criminal conduct to police or certain regulated professionals

• A portfolio rights carve-out is worth adding before you sign. Most clients will agree to it

What is an NDA and when do UK freelancers receive them?

A non-disclosure agreement (sometimes called a confidentiality agreement) is a legally binding contract that restricts what information you can share with others. In a freelance context, you'll usually receive one before a pitch or project kick-off, when the client is about to share information they want to protect: pricing, product plans, user data, unreleased work.

There are two types. A one-way NDA binds only you: you agree to keep the client's information confidential, but they're under no equivalent obligation. A mutual NDA binds both parties equally. If you're sharing your own pricing, process, or creative IP as part of a pitch, a mutual NDA is the more balanced arrangement and worth requesting.

Marcus, a freelance photographer in London, signed a one-way NDA before a brand campaign brief. The NDA defined confidential information as "all information disclosed by the client in connection with the project." He shot the campaign, delivered the images, and tried to enter the work into an industry award six months later. The client objected, citing the NDA. He'd signed away his right to show the work publicly without even realising it. The agreement didn't look like a portfolio restriction. It was one.

What to check in an NDA's definition of confidential information

This is the most important clause in any NDA. It defines what you're actually agreeing not to disclose, and poorly drafted definitions can cover almost everything, whether it was intended to be confidential or not.

What to look for: "Confidential Information means all information disclosed by the Discloser to the Recipient in any form..."

This phrasing is extremely broad. It covers every conversation, every email, every document, without requiring the client to mark anything as confidential or indicate it's sensitive. Under this definition, knowing the client's name, project timeline, or general area of work could technically be covered.

Tighter definitions are narrower and more specific: they name particular categories of information (financial projections, unreleased product plans, client lists) and often require information to be designated as confidential at the time of disclosure.

Key carve-out to check for: Is there an exclusion for information already in the public domain? A well-drafted NDA should explicitly carve out information that is publicly available, information you already knew before signing, or information you independently develop. If there's no public domain carve-out, you could theoretically be restricted from discussing things that are publicly known.

How long should an NDA last?

Duration clauses in UK commercial NDAs typically run between three and five years. This is the practical standard for most freelance and creative engagements: long enough to protect information while the project is commercially sensitive, without creating a permanent obligation.

What to watch for: Duration described as "indefinitely" or "in perpetuity." Perpetual NDAs are technically enforceable in UK law, but they're an aggressive position for a freelance engagement where the sensitive commercial value of most project information fades within a few years. It's a reasonable amendment to request, and most clients will agree to a defined term.

Also check: does the NDA survive termination of the main agreement? Most do, and that's usually fine. The question is whether the survival period is proportionate.

A significant 2024 change: Under the Victims and Prisoners Act 2024, NDAs in England and Wales cannot lawfully prevent you from reporting information to the police, specified regulators, or (in cases involving abuse or criminal conduct) certain named individuals such as a GP or legal professional. Any clause attempting to restrict disclosures to law enforcement or regulatory bodies is not enforceable, regardless of what the agreement says.

Mutual vs. one-way NDAs: what the difference means for you

One-way NDAs are the most common type a freelancer will receive. They bind you to keep the client's information confidential, but place no equivalent obligation on the client regarding anything you share.

This is often fine. The client's information is usually what needs protecting, and you may not be sharing anything particularly sensitive in return.

But consider the pitch stage. If you're presenting a detailed creative proposal, your pricing structure, your proprietary process, or your existing client relationships in the course of winning work, a mutual NDA gives you equivalent protection. Your pitch documents and creative direction are your IP too.

When to ask for mutuality: if you're sharing anything that you'd consider commercially sensitive as part of the project relationship. A simple request in writing is enough: "Could we make this mutual, as I'll also be sharing some proprietary information during the pitch?" Most clients will agree.

The clauses hidden in NDAs that most freelancers miss

This is the section that matters most, and the one most NDA guides don't cover, because most guides are written for senders, not recipients.

Non-compete clauses inside NDAs

Some NDAs include restrictions on who you can work for during and after the project. This is language that looks like it belongs in a service agreement, not a confidentiality document. If you see wording restricting you from providing services to "the client's competitors" or "companies in the same sector," that's a post-project restriction hidden inside an NDA. It's subject to the same enforceability rules as any non-compete clause, but it's easier to miss because you're reading a confidentiality agreement, not a service contract. For how these clauses work and whether they're enforceable, see our guide to non-compete clauses and whether they're enforceable in UK freelance contracts.

IP assignment triggered at NDA stage

Less common but worth checking: some NDAs include an assignment of intellectual property rights to the client that takes effect from the moment the NDA is signed, before the main service agreement. This means your creative direction, proposed concepts, and pitch materials could become the client's property regardless of whether they engage you.

Non-solicitation clauses

A non-solicitation clause prevents you from approaching the client's customers, employees, or suppliers for a set period. These are common in employment contracts but do appear in freelance NDAs. If you work in an industry where client relationships are your primary business asset, a broad non-solicitation clause deserves careful review.

Unlimited liability for breach

The consequences of breaching an NDA are typically damages and an injunction (a court order preventing further disclosure). But some NDAs specify unlimited liability, meaning the client can claim for any loss they attribute to your disclosure. Request a liability cap. The contract value is a reasonable starting point, and a proportionate cap for a non-disclosure obligation is a standard request.

Portfolio rights: the clause most freelancers forget to add

Most NDAs say nothing about portfolio use. This is the gap that catches freelancers out.

If you're a designer, photographer, writer, or any creative professional, your portfolio is your primary marketing tool. Work completed under a broad confidentiality agreement may technically be restricted from public display, even if no one involved intended that outcome.

The fix is simple: add a portfolio rights carve-out before signing. The amendment reads something like: "The Recipient may reference the existence of the engagement and display deliverables in their professional portfolio, subject to not disclosing any confidential information contained within those deliverables."

Most clients will agree. Frame it as standard industry practice, because it is. The time to add it is before signing. Once the project is complete, you're negotiating from a much weaker position.

💡 Pro Tip: If a client refuses to add a portfolio carve-out, ask why. A blanket refusal to let you show any version of the work in your portfolio is unusual and worth understanding before you commit to a project.

How to negotiate an NDA before signing

You can negotiate an NDA. It's a contract like any other, and requesting changes before signing is standard commercial behaviour.

The three amendments most worth raising:

1. Portfolio rights carve-out: add language explicitly permitting you to reference and display deliverables in your professional portfolio, subject to not revealing genuinely sensitive content

2. Liability cap: request that your liability for breach is capped at a defined amount, typically the contract value or a fixed figure

3. Mutuality: if you're sharing your own sensitive information, request equivalent confidentiality obligations from the client

Put your proposed amendments in an email, not a phone call. Written confirmation of agreed changes is what makes them binding. For the framing and exact language to use, read our guide on how to negotiate contract terms professionally as a UK freelancer.

Should you use an AI tool to review your NDA?

An NDA contains confidential information by definition, usually the client's information but sometimes your own. Before uploading it to any AI tool, consider how that tool handles your data.

Generic AI assistants (ChatGPT, standard Claude, Google Gemini) process your documents using their standard data policies. Depending on the settings you're using, that data may be retained, used for model training, or shared across sessions. That's a problem when the document you're uploading is itself confidential.

There's a second issue: UK law. NDAs are governed by English and Welsh law (or Scots law, where applicable), and the specific legal standards for enforceability, duration, and the 2024 Act restrictions require jurisdiction-specific knowledge that most generic AI tools lack.

Before uploading your NDA to any AI tool, read our article on why uploading confidential documents to general AI tools carries risks. Ookulli is built specifically for UK contract and NDA review. Your documents are never used for AI training, and the analysis is grounded in UK law. Review your NDA from £10 at ookulli.com/pricing.

Frequently asked questions

Are NDAs legally binding in the UK?

Yes. An NDA is a legally binding contract in the UK, provided it includes the standard elements of a valid contract: offer, acceptance, and consideration. Consideration is usually present because both parties are exchanging something of value: the client shares sensitive information, and you agree to protect it. Even a free NDA template, if signed, creates enforceable obligations.

What happens if I breach an NDA in the UK?

The typical remedies are damages (financial compensation for the loss caused by the disclosure) and an injunction (a court order requiring you to stop disclosing). The amount of damages depends on the actual loss the client can demonstrate. Courts may also grant an interim injunction very quickly (within days) to prevent further disclosure while a case proceeds.

Can an NDA stop me from showing work in my portfolio?

It depends on the NDA's terms. If the confidential information definition covers the deliverables themselves, and there's no portfolio rights carve-out, a client could argue that displaying your work publicly breaches the agreement. The safest approach is to add a portfolio rights clause before signing. If you're already bound by an NDA without one, ask the client for written permission to display the work.

How long does a typical UK NDA last?

Three to five years is standard for most commercial NDAs in the UK. Perpetual NDAs are technically enforceable but are an aggressive position for freelance engagements. If your NDA has no defined duration or says "indefinitely," it's reasonable to request a time-limited term before signing.

Can a client require me to sign an NDA before paying me?

Yes. Clients can make signing an NDA a condition of engagement. This is common and generally legitimate. What matters is what the NDA actually says. The fact that signing is required doesn't mean you have to accept the terms as presented. You can and should negotiate the specific clauses before signing.

Is a free NDA template enough?

A free NDA template is better than no NDA, and many standard templates are perfectly adequate. The risk with templates is that they're often generic. They may not include portfolio carve-outs, appropriate duration limits, or the most recent UK legal requirements. The more important question isn't whether the template is free, but whether its terms are reasonable for your specific situation.

This article is for informational purposes only and does not constitute legal advice. If you have specific concerns about an NDA you've received, consider consulting a qualified solicitor.