South Dakota 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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South Dakota rules that this document follows

Trade secret statuteSouth Dakota Uniform Trade Secrets ActSource: SDCL ch. 37-29
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)Source: 42 U.S.C. §§ 19401-19404; 29 U.S.C. § 157; 18 U.S.C. § 1833(b)
Non-compete statuslimited — Employee non-competes permitted up to 2 years within a specified area; sale-of-business covenants up to 3 years (eff. June 28, 2026); physicians and community-service providers protectedSource: SDCL §§ 53-9-11, 53-9-11.1, 53-9-11.2; SB 153 (2026)
Non-solicitationCustomer non-solicits permitted within the § 53-9-11 limitsSource: SDCL § 53-9-11
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 South Dakota

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

Frequently asked questions

Is an NDA enforceable in South Dakota?

Yes, when it protects legitimately confidential information for a reasonable time and purpose. South Dakota enforces trade-secret protection under South Dakota Uniform Trade Secrets Act (SDCL ch. 37-29).

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)).

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