Problem
An agency subcontractor's NDA covers the agency but not the individual freelancer, leaving ambiguity about confidentiality obligations at the person level.
Solution
Root Cause / Diagnostic:
Entity-level NDAs protect against corporate disclosure but often lack individual privity of contract with third-party gig workers hired by the primary agency. When an individual freelancer leaks assets, enforcing damages against the individual is legally compromised due to the lack of direct non-disclosure agreements.
Actionable Fix:
1. Require a three-party NDA rider or mandatory flow-down agreement signed directly by the individual freelance editor before granting media access.
2. Mandate that the primary agency provide executed copies of individual contractor NDAs as a required onboarding deliverable.
3. Include an agency indemnification clause holding the prime agency fully financially liable for any intellectual property breaches caused by their subcontractors.
Pro Tip:
Do not release sensitive media until the primary agency delivers an individual, signed Joinder Agreement binding the specific editor to the master confidentiality terms.
Entity-level NDAs protect against corporate disclosure but often lack individual privity of contract with third-party gig workers hired by the primary agency. When an individual freelancer leaks assets, enforcing damages against the individual is legally compromised due to the lack of direct non-disclosure agreements.
Actionable Fix:
1. Require a three-party NDA rider or mandatory flow-down agreement signed directly by the individual freelance editor before granting media access.
2. Mandate that the primary agency provide executed copies of individual contractor NDAs as a required onboarding deliverable.
3. Include an agency indemnification clause holding the prime agency fully financially liable for any intellectual property breaches caused by their subcontractors.
Pro Tip:
Do not release sensitive media until the primary agency delivers an individual, signed Joinder Agreement binding the specific editor to the master confidentiality terms.