California 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.

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California rules that this document follows

Trade secret statuteCalifornia Uniform Trade Secrets ActSource: Cal. Civ. Code §§ 3426-3426.11
NDA cannot coverpre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); facts of sexual harassment, sexual assault, discrimination or retaliation in settlement agreements (Cal. Code Civ. Proc. § 1001); unlawful workplace acts in employment/separation agreements (SB 331 Silenced No More Act, Cal. Gov't Code § 12964.5); employee's own wages (Cal. Lab. Code § 232) and working conditions (§ 232.5); disclosure to government agencies (Cal. Lab. Code § 1102.5; Gov't Code § 12964.5(a)(1)(B))Source: Cal. Code Civ. Proc. § 1001; Cal. Gov't Code § 12964.5; Cal. Civ. Code § 1670.11; Cal. Lab. Code §§ 232, 232.5, 1102.5; 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statusbanned — Void regardless of where or when signed; employer must have notified affected employees by Feb. 14, 2024; sale-of-business and partnership dissolution exceptions only; private right of actionSource: Cal. Bus. & Prof. Code §§ 16600, 16600.1, 16600.5, 16601-16602.5
Non-solicitationCustomer non-solicits void (Edwards v. Arthur Andersen, 44 Cal. 4th 937 (2008)); employee non-solicits likely void (AMN Healthcare v. Aya, 28 Cal. App. 5th 923 (2018)); trade-secret-based restrictions allowedSource: Cal. Bus. & Prof. Code § 16600
Choice-of-law limitsEmployer may not require a California-resident employee to agree to out-of-state forum or law as a condition of employment (Cal. Lab. Code § 925); § 16600.5 voids non-competes 'regardless of where and when' signed
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this Non-Disclosure Agreement (NDA) in California

Choose 'Mutual' when both sides will share information (partnerships, M&A talks) and 'One-way' for vendors, freelancers or investors receiving your data. 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 California and under federal law such clauses are void and can taint the whole agreement.

Frequently asked questions

Is an NDA enforceable in California?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. California enforces trade-secret protection under California Uniform Trade Secrets Act (Cal. Civ. Code §§ 3426-3426.11).

What can an NDA not silence?

pre-dispute sexual harassment/assault claims (federal Speak Out Act, 42 U.S.C. §§ 19401-19404); employee wage/working-condition discussion (NLRA § 7; McLaren Macomb, 372 NLRB No. 58 (2023)); reports to government agencies/whistleblowing (SEC Rule 21F-17; 18 U.S.C. § 1833(b) immunity); facts of sexual harassment, sexual assault, discrimination or retaliation in settlement agreements (Cal. Code Civ. Proc. § 1001); unlawful workplace acts in employment/separation agreements (SB 331 Silenced No More Act, Cal. Gov't Code § 12964.5); employee's own wages (Cal. Lab. Code § 232) and working conditions (§ 232.5); disclosure to government agencies (Cal. Lab. Code § 1102.5; Gov't Code § 12964.5(a)(1)(B)). Section 4 of this NDA carves these out so the agreement stays enforceable.

Why is the DTSA whistleblower notice included?

Without the notice, an employer cannot recover exemplary damages or attorneys' fees against an employee or contractor under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)).

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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.