Non-Disclosure Agreement (NDA)DelawareContinue ↓

Delaware 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 6 Del. C. §§ 2001-2009 · 19 Del. C. § 711 · Common law
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Sample first page of the Non-Disclosure Agreement (NDA). Your answers fill in the blanks; the clauses required in Delaware are added automatically.

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Sample first page of the Non-Disclosure Agreement (NDA): title block and opening sections with blanks to fill

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

This preview updates as you type. Blank fields show as ____ .

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

Delaware rules that this document follows

Trade secret statuteDelaware Uniform Trade Secrets ActSource: 6 Del. C. §§ 2001-2009
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); employee wage discussion (19 Del. C. § 711(i))Source: 19 Del. C. § 711(i); 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statusenforceable — Common-law reasonableness; Chancery increasingly refuses to blue-pencil overbroad covenants; physician non-competes voidSource: 6 Del. C. § 2707; Kodiak Building Partners v. Adams, 2022 WL 5240507 (Del. Ch.)
Non-solicitationCustomer and employee non-solicits enforceable under common-law reasonableness (legitimate interest, reasonable time/scope); Chancery scrutinizes nationwide employee non-solicitsSource: Common law
Choice-of-law limitsDelaware choice-of-law clauses honored only if Delaware has a material relationship and applying Delaware law does not offend a stronger public policy of the employee's home state (Ascension Ins. Holdings v. Underwood, 2015 WL 356002)
DTSA whistleblower noticeIncluded (required to recover exemplary damages/fees from employees and contractors)Source: 18 U.S.C. § 1833(b)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

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

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 Delaware and under federal law such clauses are void and can taint the whole agreement.

Governing-law note: this NDA uses Delaware 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 Delaware?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Delaware protects trade secrets under the Delaware Uniform Trade Secrets Act (6 Del. C. §§ 2001-2009).

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); employee wage discussion (19 Del. C. § 711(i)). 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?

A narrow clause is optional: it covers only employees directly involved in the Purpose, lasts 12 months and is tied to the collaboration, which is what courts and antitrust regulators expect (Common law).

Other names

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

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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.