Illinois 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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Illinois rules that this document follows

Trade secret statuteIllinois Trade Secrets Act (UTSA)Source: 765 ILCS 1065/1-9
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); unlawful employment practices (harassment, discrimination, retaliation) as a unilateral condition of employment; settlement NDAs valid only if employee's preference, 21-day review and 7-day revocation (Workplace Transparency Act); employee wage discussion (820 ILCS 112/10(b))Source: 820 ILCS 96/1-25, 1-30, 1-35; 820 ILCS 112/10; 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statuslimited — Void for employees earning ≤ $75,000 (≤ $80,000 from Jan. 1, 2027); 14 days to review and advice to consult counsel; adequate consideration (2 years' employment or other); void if termination due to COVID-type circumstances without pay; fee-shifting to employeeSource: 820 ILCS 90/1 et seq. (Freedom to Work Act, as amended eff. Jan. 1, 2022)
Non-solicitationVoid for employees earning ≤ $45,000 (≤ $47,500 from Jan. 1, 2027); same notice/consideration rules; construction and public-sector union employees exemptSource: 820 ILCS 90/10(b)
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 Illinois

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

Frequently asked questions

Is an NDA enforceable in Illinois?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Illinois enforces trade-secret protection under Illinois Trade Secrets Act (UTSA) (765 ILCS 1065/1-9).

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); unlawful employment practices (harassment, discrimination, retaliation) as a unilateral condition of employment; settlement NDAs valid only if employee's preference, 21-day review and 7-day revocation (Workplace Transparency Act); employee wage discussion (820 ILCS 112/10(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.