Delaware 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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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 2026-09-07. 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. 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.

Frequently asked questions

Is an NDA enforceable in Delaware?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Delaware enforces trade-secret protection under 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)).

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