Can you ask a freelancer to sign a clients security and confidentiality agreement?

[#1]

Hello,

I'm want to hire a freelancer to work on a project with me. The thing is, the client I'm working on behalf of would like me to sign their security and confidentiality agreement. No problems there.

As I would be outsourcing some of this work to an UpWork freelancer, they would also be required to sign the same security and confidentiality agreement. Is this possible?

I've seen many posts talking about nondisclosure agreements but none talking about client specific contracts/agreements.

Many thanks

[#2]

Hi Soti,

You can ask a freelancer to sign an agreement for greater protection and should be appropriate to the situation. However, please note that the agreement you provide is strictly between the freelancer and your company and will not be enforced by Upwork.

The Upwork Terms of Service contain default non-disclosure terms which many clients consider sufficient for this purpose.

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[#3]

Soti, also remember that no professional caliber FLer will even consider signing a no-compete clause for any amount of time.  The fact that many are specialists in their fields make signing a non-compete clause self-destructive when it comes to earning a living.

[#4]

Hi Wendy,

thanks for your reply.

I'm not looking to ask them to sign a noncompete agreement.

[#5]

Hi Jo–An,

thanks for your reply. Yes I read the UpWork terms of service. My issue isn't about disclosure really, the client I'm talking about subscribes to an international security compliance standard and they would need my company and anyone who works my company to subscribe to that standard also.

[#6]

Hi Soti,

Upwork ToS contains clauses about ownership of product and intellectual property and all users have to accept Upwork ToS when they register. There are also additional steps you can take to protect your business, information and ideas such as having your freelancer sign NDA. It's up to you whether you ask the freelancer sign it during the interview stage or once you set up a contract with the. Asking your freelancer to sign an NDA is not a violation on our TOS. Check out these articles for some tips:

4 Key Tips for Legally Protecting Your Business

Intellectual Property Protection: Non-Disclosure Agreements

Protect Yourself From Copyright Infringers

[#7]

Please also note that it's against the ToS to subcontract on hourly contracts, and on fixed-price contracts you must make it explicitly clear to the client that you are doing so.

[#8]

Hi Jennifer,

thanks for your reply. Yes I'd read about the subcontracting hours in the terms of service, thanks for reminding me!

It seems that I can ask a freelancer to sign the type of contract I'm talking about but that would be between my company and the freelancer, nothing to do with UpWork. And I would have to inform my client that I was subcontracting some of the work out to a freelancer. Does this all sound right?

[#9 · Accepted solution]

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@Soti C wrote:

Hi Jennifer,

thanks for your reply. Yes I'd read about the subcontracting hours in the terms of service, thanks for reminding me!

It seems that I can ask a freelancer to sign the type of contract I'm talking about but that would be between my company and the freelancer, nothing to do with UpWork. And I would have to inform my client that I was subcontracting some of the work out to a freelancer. Does this all sound right?

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 *pulls out magnifying glass* (I'm not sure why you're changing the font size in your posts but they are really tiny!)

Yes, that's correct. If you're hiring a freelancer on Upwork, no matter the reason why, you can ask them to sign an NDA (or whatever you want to call it) if you want. They may not want to, and you shouldn't ask them to include a copy of their ID or something like that.

And yes, if you are subcontracting a fixed-price contract (remembering that you can't subcontract an hourly one), then you need to inform your client that you are doing so - or rather, ask them for permission is probably better in this case, as the client already seems leery of working with freelancers because of their NDA requirement. The client may not like you doing it, in which case you shouldn't do it. It's ALWAYS best to be open and professional with your clients.

[#10]

Many thanks Jennifer!

[#11]

Soti:  You are a quick learner.  You took Jennifer's suggestn about the font size well.

[#12]

Soti,

More importantly, when I sign an NDA with a client I make sure that it covers my employees and agents. That allows me to share their information with others, including subcontractors, with whom I have an existing NDA covering client information. That NDA is a requirement for working with or for me.