Pennsylvania 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 12 Pa.C.S. §§ 5301-5308 · Socko v. Mid-Atlantic Systems, 126 A.3d 1266 · Common law

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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 Pennsylvania 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

Pennsylvania rules that this document follows

Trade secret statute	Pennsylvania Uniform Trade Secrets ActSource: 12 Pa.C.S. §§ 5301-5308
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)Source: 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete status	enforceable — Common-law reasonableness; new consideration required mid-employment (Socko); healthcare practitioners: ≤ 1 year, patient notice within 90 days, void if employer terminates without cause (Act 74 of 2024, eff. Jan. 1, 2025)Source: Socko v. Mid-Atlantic Systems, 126 A.3d 1266 (Pa. 2015); Fair Contracting for Health Care Practitioners Act, 2024 Pa. Laws 74
Non-solicitation	Customer and employee non-solicits enforceable under common-law reasonableness (legitimate interest, reasonable time/scope)Source: Common law
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 Pennsylvania

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

Governing-law note: this NDA uses Pennsylvania 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 Pennsylvania?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. Pennsylvania protects trade secrets under the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. §§ 5301-5308).

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). 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

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.