Non-Disclosure Agreement (NDA)
Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.
View largerWhat you'll get
Sample first page of the Non-Disclosure Agreement (NDA). Your answers fill in the blanks; the clauses required in your state are added automatically.
- Word
Choose your state
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- Alabama
- Alaska
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- West Virginia
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- Wyoming
Compare Non-Disclosure Agreement (NDA) rules in all 50 states
Key statutory numbers side by side. Click a column header to sort, or type to find your state — each state name opens the state-specific generator.
| Alabama | Alabama Trade Secrets Act | enforceable | Customer non-solicit up to 18 months presumed reasonable; employee non-solicit allowed |
|---|---|---|---|
| Alaska | Alaska Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Arizona | Arizona Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Arkansas | Arkansas Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| California | California Uniform Trade Secrets Act | banned | Employee no-poach clause void |
| Colorado | Colorado Uniform Trade Secrets Act | limited | Customer non-solicits void unless worker earns ≥ 60% of threshold ($78,008.40 in… |
| Connecticut | Connecticut Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Delaware | Delaware Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| District of Columbia | D.C. Uniform Trade Secrets Act | limited | Customer and employee non-solicits are not 'non-compete provisions' and remain… |
| Florida | Florida Uniform Trade Secrets Act | enforceable | Enforceable under § 542.335 with the same presumptions; customer relationships are a… |
| Georgia | Georgia Trade Secrets Act | enforceable | Customer non-solicits need no geographic limit if confined to customers with material… |
| Hawaii | Hawaii Uniform Trade Secrets Act | limited | Employee non-solicits void for technology businesses; otherwise enforceable if… |
| Idaho | Idaho Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Illinois | Illinois Trade Secrets Act | limited | Void for employees earning ≤ $45,000 (≤ $47,500 from Jan. 1, 2027); same… |
| Indiana | Indiana Uniform Trade Secrets Act | enforceable | Employee non-solicits must be limited to employees with specialized knowledge/access… |
| Iowa | Iowa Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Kansas | Kansas Uniform Trade Secrets Act | enforceable | Employee non-solicits ≤ 2 years, and customer non-solicits ≤ 2 years limited to… |
| Kentucky | Kentucky Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Louisiana | Louisiana Uniform Trade Secrets Act | limited | Customer non-solicits must meet the same 2-year/parish-listing requirements; employee… |
| Maine | Maine Uniform Trade Secrets Act | limited | Not covered by § 599-A; enforceable under common-law reasonableness |
| Maryland | Maryland Uniform Trade Secrets Act | limited | Not restricted by § 3-716; enforceable under common-law reasonableness |
| Massachusetts | Massachusetts Uniform Trade Secrets Act | limited | Customer and employee non-solicits expressly excluded from § 24L; enforceable under… |
| Michigan | Michigan Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Minnesota | Minnesota Uniform Trade Secrets Act | banned | Expressly excluded from the ban; enforceable under common-law reasonableness |
| Mississippi | Mississippi Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Missouri | Missouri Uniform Trade Secrets Act | enforceable | Employee non-solicits ≤ 1 year presumptively reasonable; customer non-solicits under… |
| Montana | Montana Uniform Trade Secrets Act | limited | Judged under the same reasonableness test; customer non-solicits more readily enforced |
| Nebraska | Nebraska Trade Secrets Act | limited | Customer non-solicits limited to customers with whom the employee actually did… |
| Nevada | Nevada Uniform Trade Secrets Act | limited | Customer non-solicits permitted but cannot restrict serving former customers who seek… |
| New Hampshire | New Hampshire Uniform Trade Secrets Act | limited | Customer and employee non-solicits enforceable under common-law reasonableness… |
| New Jersey | New Jersey Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| New Mexico | New Mexico Uniform Trade Secrets Act | limited | Customer and employee non-solicits enforceable under common-law reasonableness… |
| New York | New York common law of trade secrets | enforceable | Customer non-solicits limited to clients the employee actually served (BDO Seidman);… |
| North Carolina | North Carolina Trade Secrets Protection Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| North Dakota | North Dakota Uniform Trade Secrets Act | banned | Employee no-poach clause void |
| Ohio | Ohio Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Oklahoma | Oklahoma Uniform Trade Secrets Act | banned | Non-solicit of established customers expressly permitted (§ 219A(A)); employee… |
| Oregon | Oregon Uniform Trade Secrets Act | limited | Customer and employee non-solicits expressly excluded from § 653.295; enforceable… |
| Pennsylvania | Pennsylvania Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Rhode Island | Rhode Island Uniform Trade Secrets Act | limited | Expressly excluded from ch. 28-59; enforceable under common law |
| South Carolina | South Carolina Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| South Dakota | South Dakota Uniform Trade Secrets Act | limited | Customer non-solicits permitted within the § 53-9-11 limits |
| Tennessee | Tennessee Uniform Trade Secrets Act | limited | Customer and employee non-solicits expressly excluded from HB 1034; enforceable under… |
| Texas | Texas Uniform Trade Secrets Act | enforceable | Treated as non-competes and subject to § 15.50 requirements |
| Utah | Utah Uniform Trade Secrets Act | limited | Not restricted by § 34-51-201 except healthcare patient-notification clauses (2026);… |
| Vermont | Vermont Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Virginia | Virginia Uniform Trade Secrets Act | limited | Covenant may not bar serving a customer who initiates contact; customer/employee… |
| Washington | Washington Uniform Trade Secrets Act | limited | Excluded from the definition of non-compete; after June 30, 2027 non-solicits capped… |
| West Virginia | West Virginia Uniform Trade Secrets Act | enforceable | Customer and employee non-solicits enforceable under common-law reasonableness… |
| Wisconsin | Wisconsin Uniform Trade Secrets Act | enforceable | Subject to § 103.465; employee non-solicits must be limited to key employees… |
| Wyoming | Wyoming Uniform Trade Secrets Act | banned | Not expressly excepted by § 1-23-108; enforceability uncertain—draft narrowly or tie… |
No state matches — try the two-letter code.
Values are shortened; open the state page for the full rule and its citation.
What this document covers
- Mutual, one-way or employee NDA
- Purpose of disclosure and effective date
- Definition of Confidential Information and exclusions
- Marked-only or all non-public information
- Receiving party's duties and permitted disclosures
- Compelled disclosure and residuals
- Whistleblower, NLRA and Speak Out Act carve-outs
- DTSA notice and state employee-NDA language
- Term, return of materials and trade-secret survival
- Remedies, injunction, governing law and disputes
How to use this Non-Disclosure Agreement (NDA) in US
Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data; tick the employee box for staff and applicants. Keep the confidentiality period to 2–5 years for ordinary information; trade secrets stay protected as long as they remain secret.
Do not use an NDA to prevent someone from reporting harassment or illegal conduct — in your state and under federal law such clauses are void and can taint the whole agreement.
Governing-law note: this NDA uses your state law and courts; an employee who lives and works in another state may be able to insist on that state's law (e.g., Cal. Lab. Code § 925).
Other names
- confidentiality agreement
- mutual NDA
- one-way NDA
- employee confidentiality agreement
- non-disclosure form
- secrecy agreement
- confidential disclosure agreement
- CDA
Related documents
Blank Non-Disclosure Agreement (NDA) forms by state
free, no account · PDF + Word
Choose your state ▾
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- District of Columbia
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.