Glossary

Confidentiality

Confidentiality is a promise to keep shared information private and to use it only for the agreed purpose.

Last updated 26 October 2026

A confidentiality clause, or a stand-alone NDA, says what counts as private, who may see it, what it may be used for, and how long the duty lasts. It is the usual first document before a pitch, a hire or a partnership, and it often reappears as a clause in the main contract.

Most clauses list exceptions: information that is already public, that the receiving side already knew, or that has to be shared by law. They also say whether notes must be returned or deleted when the talks end. That last point is what agencies forget when a pitch ends and the deck is still in someone’s downloads folder.

The same promise often appears twice — first in a short NDA, then as a clause in the main contract. The later contract usually says which text wins if they differ. If the later paper is silent, people commonly keep relying on the NDA they already signed.

A mutual duty is the usual shape when both sides will share plans or pricing. A one-way duty is the usual shape when only the client is opening a codebase. Signing the wrong shape is how a freelancer shares a day rate and process with no matching promise the other way.

Confidentiality is not an IP assignment and it is not a non-compete. It is about secrecy and use for a purpose. It does not, by itself, say who owns the work or who you may work for next month.

A worked example

Before a pitch, both sides agree that pricing, unreleased designs and customer lists stay private and are used only to decide whether to work together. Three weeks later the studio is not hired. The freelancer deletes the Figma file, keeps the NDA, and does not mention the unreleased screens in other pitches. The later services agreement, if they had won, would have repeated the duty for the live work.

How it shows up in a contract

Sample wording · our own drafting

Each party will keep the other's Confidential Information confidential, use it only to perform this agreement, and disclose it only to personnel who need to know it and are bound by equivalent duties. This clause does not apply to information that is or becomes public other than through a breach. These obligations last for [3] years after this agreement ends.

In Plain English

Each side keeps the other’s private information secret, uses it only for this work, and shares it only with people who need it and who are also bound to keep it secret. Anything that is already public, or becomes public fairly, is not covered. The duty lasts three years after the contract ends.

Common mistakes

  • Signing a one-way confidentiality duty when both sides will share secrets.
  • Leaving the purpose blank, so the information can be used for a competing pitch.
  • Treating confidentiality as a substitute for an IP assignment or a non-compete.
  • Forgetting return-or-delete, so decks sit in inboxes after the talks end.

Related

The legal wording governsLast reviewed 26 October 2026Pending lawyer review