Non-disclosure agreements

Upwork’s Terms of Service include built-in confidentiality protections, even without a signed NDA. Freelancers must keep project information private, use client materials only as needed, and transfer IP rights to the client after full payment—except for any pre-disclosed background technology.

---

Confidentiality is an important part of building trust and good business relationships. To protect confidentiality, clients may ask you to sign an external non-disclosure agreement (NDA). These agreements are strictly between you and your clients.

However, even if your clients do not request an NDA, the Upwork Terms of Service contain default non-disclosure terms for you and your client. These terms, which you can read in Section 7 here, include the following:

• You and your client agree to keep all information learned as part of the project confidential
• Your client grants you limited rights to use any materials they share to do the work defined in your contract, but they retain the intellectual property (IP) rights. When the project wraps up, or at your client’s request, you agree to return or destroy your materials
• Once you are paid in full, you retain no rights to use the work you created for your client — any IP the project has generated becomes their property. The exception is any background technology that you specifically identified upfront