Caira can review your contract in 3 clicks:
Get suggested changes and comments added directly to your file
Generate an email summary to send to the other party
It takes less than 30 seconds to sign up for a free trial. No credit card required: Start your free trial
Every week, freelance graphic designers, software developers, and consultants across England and Wales sign NDAs without a second glance. It’s understandable—work is busy, the client seems decent, and you’re keen to get started. But if you scroll through r/LegalAdviceUK or UKBusinessForums, you’ll spot a familiar tale:
“I signed an NDA, pitched my solution, they ghosted me, and six months later they launched exactly what I proposed.”
That three-page “standard” document isn’t just admin. It’s the only thing standing between your intellectual property and a client who might decide to go it alone.
Who’s Most at Risk?
If you’re a creative freelancer pitching concepts, a software developer sharing code, or a founder discussing a new partnership, this is for you. Whether you’re a wedding photographer sharing your secret location list or a consultant outlining a unique framework, the NDA is your first (and sometimes only) line of defence.
The “Standard” NDA Traps That Catch People Out
1. The “Ideas vs. Information” Gap
Many NDAs only protect “confidential information”—think files, data, or written reports. But they often exclude “ideas, concepts, or know-how.”
Example: You pitch three rebrand concepts to a client under NDA. They pass, but months later, their new look is suspiciously similar to your Concept B. If the NDA only covers documents, and you discussed the idea verbally or it’s classed as “general know-how,” you’re left with no protection.
Tip: Always check how “Confidential Information” is defined. If it excludes ideas or verbal discussions, ask for this to be included.
2. Perpetual Confidentiality
Some NDAs demand you keep information secret forever. Under English law, indefinite obligations are rarely enforced, but they can still cause problems.
Example: You work on a banking app for three months. Five years later, the code is obsolete, but technically you’re still gagged from mentioning it in your portfolio. Standard practice is 3–5 years. Don’t sign up for “forever” on a short-term gig.
Tip: Push for a clear, reasonable time limit—3 to 5 years is typical.
3. The Residuals Loophole
A “residuals clause” lets the other party use anything they remember, as long as they don’t copy it directly.
Example: You explain your unique pricing algorithm. The deal falls through, but their team “remembers” the logic and builds it into their own tool. If the NDA has a residuals clause, you’re out of luck.
Tip: If you see a residuals clause, ask for it to be removed or tightly limited.
4. Hidden Non-Solicit Clauses
Sometimes, NDAs sneak in restrictions on hiring or working with people you meet during the project.
Example: You pitch to a big brand, then later try to hire a freelance copywriter you met at the pitch. The brand threatens legal action because the NDA included a non-solicit clause.
Tip: Scan for any mention of “non-solicit” or “non-compete” and clarify what’s covered.
Why Affordable AI Contract Review Is a Game-Changer
Traditionally, getting a solicitor to review an NDA costs £250 or more—a non-starter for most pitches. So, people sign and hope for the best.
AI contract review tools now offer a third way. They flag the “residuals” trap, spot perpetual terms, and highlight hidden non-solicit clauses in seconds. This means you can go back to a client and say, “I’m happy to sign, but let’s make it a standard 5-year term.” Suddenly, you’re negotiating like a pro, not gambling with your business.
Final Thought
NDAs aren’t just paperwork—they’re your shield. With the right tools, you can protect your ideas, negotiate confidently, and focus on what you do best: your work.
Disclaimer: This content is for general information only and does not constitute legal, financial, or tax advice. Outcomes may vary depending on your individual circumstances.
No credit card required
