California Non-Disclosure Agreement (NDA) (2026)

Mutual or one-way NDA with trade-secret protection, lawful carve-outs and the federal whistleblower notice, tuned to your state.

Updated September 2026≈ 5 minReviewed against Cal. Civ. Code §§ 3426-3426.11 · Cal. Bus. & Prof. Code § 16600 · Cal. Gov't Code § 12964.5

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What you'll get

Sample first page of the Non-Disclosure Agreement (NDA). Your answers fill in the blanks; the clauses required in California are added automatically.

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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

California rules that this document follows

Trade secret statute	California Uniform Trade Secrets ActSource: Cal. Civ. Code §§ 3426-3426.11
NDA cannot cover	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))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 status	banned — 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-solicitation	Employee no-poach clause void — not offered. Customer 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
Employee NDA notice	State-required carve-out language added automatically for employee NDAsSource: Cal. Gov't Code § 12964.5
Choice-of-law limits	Employer 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 notice	Included (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-10-27. 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; 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 California and under federal law such clauses are void and can taint the whole agreement.

Governing-law note: this NDA uses California 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).

Frequently asked questions

Is an NDA enforceable in California?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. California protects trade secrets under the 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)).

Can the NDA stop the other side from hiring my employees?

Not in California: employee no-poach clauses are void (Cal. Bus. & Prof. Code § 16600), so this template omits them. Trade-secret protection still applies.

Other names

confidentiality agreement
mutual NDA
one-way NDA
employee confidentiality agreement
non-disclosure form
secrecy agreement
confidential disclosure agreement
CDA

Other states

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.