Non-Disclosure Agreements Attorneys
Experienced legal representation for non-disclosure agreements matters across all 50 states.
About Non-Disclosure Agreements
Non-disclosure agreements (NDAs), also known as confidentiality agreements, are legal contracts that restrict the sharing of confidential or proprietary information. In the employment context, NDAs are used to protect an employer's trade secrets, business strategies, customer lists, financial data, proprietary technology, and other sensitive information from disclosure to competitors, the public, or other unauthorized parties. NDAs may be standalone agreements or provisions within broader employment contracts, severance agreements, or settlement agreements.
Employment NDAs have come under increasing scrutiny in recent years, particularly regarding their use in settlement agreements for harassment and discrimination claims. The #MeToo movement prompted numerous states to enact laws limiting the use of NDAs in sexual harassment settlements, and there is growing concern about the use of overly broad NDAs to silence employees about workplace misconduct, unsafe conditions, or illegal activity. It is critical to understand that NDAs cannot lawfully prevent employees from reporting violations of law to government agencies, cooperating with government investigations, or exercising rights protected by whistleblower statutes.
NDA disputes arise in multiple contexts: when a former employee is accused of disclosing trade secrets to a new employer, when an employee believes an NDA is being used to conceal illegal activity, when the scope of "confidential information" is vague or overbroad, and when employers attempt to enforce NDAs against employees who left years ago. The Defend Trade Secrets Act (DTSA) provides a federal cause of action for trade secret misappropriation and includes a whistleblower immunity provision that protects individuals who disclose trade secrets in confidence to government officials or in court filings. An experienced NDA attorney can help you understand your obligations, negotiate more reasonable terms, and defend against or pursue NDA enforcement actions.
Why You Need a Non-Disclosure Agreements Attorney
NDAs play an important role in protecting legitimate business interests — employers invest significant resources in developing proprietary information, and the unauthorized disclosure of trade secrets can cause substantial competitive harm. However, NDAs can also be misused to silence employees about workplace misconduct, prevent whistleblowing, and restrict workers' post-employment opportunities in ways that go far beyond protecting genuine trade secrets.
The tension between legitimate confidentiality interests and employee rights has made NDA law one of the most dynamic areas of employment law. Several states have enacted laws prohibiting NDAs in sexual harassment and discrimination settlements, and the SEC has taken enforcement action against companies that used NDAs to discourage whistleblowing. Understanding the limits of NDA obligations — and the protections available to employees who need to speak out — is essential for both workers and employers navigating this rapidly evolving legal landscape.
Common Non-Disclosure Agreements Cases
Trade Secret Misappropriation
Claims that a former employee disclosed or used the employer's trade secrets at a new job, often arising when an employee joins a competitor in a similar role.
Overbroad NDA Enforcement
Disputes where an employer attempts to enforce an NDA that is so broadly written that it restricts the employee from using general knowledge, skills, and experience gained during employment.
NDA in Harassment Settlements
Challenges to NDAs in settlement agreements that prevent employees from disclosing facts about harassment, discrimination, or other workplace misconduct, particularly in states with new protective legislation.
Whistleblower NDA Conflicts
Situations where an employee needs to report illegal activity to a government agency but fears the NDA prohibits disclosure, raising questions about the NDA's enforceability against protected reporting.
Pre-Employment NDA Negotiation
Reviewing and negotiating the terms of NDAs presented during the hiring process, including defining what constitutes confidential information and establishing reasonable duration and scope.
Severance Agreement NDA Provisions
Reviewing confidentiality provisions in severance agreements that may restrict the departing employee from discussing the terms of separation, the reasons for termination, or workplace conditions.
Typical Non-Disclosure Agreements Case Timeline
NDA Review and Advice
1–3 daysThe attorney reviews the NDA, explains your obligations and rights, identifies problematic provisions, and advises on whether to sign, negotiate, or decline.
Negotiation of Terms
1–3 weeksThe attorney negotiates modifications to narrow the definition of confidential information, reduce the duration, carve out protections for whistleblowing, and remove or limit non-disparagement clauses.
Cease and Desist / Demand Phase
2–6 weeksIn enforcement disputes, the aggrieved party sends a cease and desist letter demanding that the alleged NDA violation stop. The parties may negotiate a resolution at this stage.
Emergency Injunctive Relief
1–4 weeksIn trade secret cases, the employer may seek a temporary restraining order or preliminary injunction to prevent ongoing or imminent disclosure of confidential information.
Litigation
6–24 monthsFull litigation involves discovery of what information was disclosed, to whom, and the resulting harm. Trade secret cases often involve complex technical discovery and expert testimony.
Know Your Rights
- NDAs cannot prevent you from reporting violations of law to government agencies such as the SEC, OSHA, the DOJ, or the EEOC. The DTSA includes a specific whistleblower immunity provision protecting confidential disclosures to government officials.
- Many states now prohibit or restrict the use of NDAs in settlement agreements involving sexual harassment and discrimination claims, and these laws are expanding.
- An NDA cannot prohibit you from discussing your wages or working conditions with coworkers, as these discussions are protected by the National Labor Relations Act.
- Overly broad NDAs that effectively prevent you from working in your field may be unenforceable under state law, as courts distinguish between protecting legitimate trade secrets and restricting general knowledge and skills.
- You have the right to retain copies of documents that relate to your own compensation, job performance, and legal claims, even if your employer classifies them as confidential.
- If you are asked to sign an NDA as part of a severance agreement and you are over 40, the Older Workers Benefit Protection Act gives you at least 21 days to review the agreement.
What to Look for in a Non-Disclosure Agreements Attorney
When seeking an NDA attorney, look for experience with both transactional work (drafting and negotiating NDAs) and litigation (enforcing or defending against NDA claims). Trade secret law is a specialized area, and your attorney should understand the Defend Trade Secrets Act, the Uniform Trade Secrets Act as adopted in your state, and the evolving state laws restricting NDAs in harassment and discrimination contexts. If you are being asked to sign an NDA, the attorney should be able to identify overly broad provisions and negotiate reasonable limitations. If you are facing an NDA enforcement action, the attorney should understand the defenses available, including the DTSA's whistleblower immunity provision. For trade secret misappropriation cases, look for an attorney experienced with injunctive relief proceedings, as these cases often require emergency temporary restraining orders. Fee structures vary — NDA review is typically billed as a flat fee, while litigation is usually hourly or contingency depending on the posture of the case.
Questions to Ask Your Non-Disclosure Agreements Attorney
- 1What specific information does this NDA define as confidential, and is the definition overly broad?
- 2How long does the confidentiality obligation last, and is there a sunset provision?
- 3Does the NDA include carve-outs for reporting to government agencies and exercising whistleblower rights?
- 4Does the NDA restrict me from discussing wages, working conditions, or workplace safety with coworkers?
- 5What are the penalties for violating the NDA, and does it include a liquidated damages clause?
- 6If I am in a state that restricts NDAs in harassment or discrimination contexts, does this NDA comply with those laws?
- 7Does the NDA conflict with any whistleblower protections that apply to my situation?
Understanding Non-Disclosure Agreements Legal Costs
NDA review and negotiation is commonly offered as a flat fee, ranging from $250 to $2,500 depending on the complexity of the agreement and the level of negotiation required. Simple employee NDA reviews may cost as little as $250-$500, while executive-level agreements with complex provisions may require more extensive analysis. NDA litigation is typically billed on an hourly basis, with rates ranging from $250 to $600 per hour, because trade secret cases often involve emergency proceedings, extensive document review, and expert witnesses. Some attorneys may handle NDA defense on a contingency or hybrid basis if the employee has strong counterclaims. For employers seeking to enforce NDAs, the costs of obtaining injunctive relief can be significant, often exceeding $50,000 for temporary restraining order proceedings alone.
Key Legal Terms
Video Resources
These videos are provided for informational purposes only. The attorneys and organizations featured are not affiliated with or endorsed by Northwind Law.
Non-Disclosure Agreements Explained by a Lawyer
LegalEagle
Trade Secrets and NDAs: What Every Employee Should Know
The Business Professor
What is a Trade Secret? Intellectual Property Overview
LawShelf
Frequently Asked Questions About Non-Disclosure Agreements
Citations & Sources
- [1]Approximately one-third of U.S. workers are bound by non-disclosure agreements, according to Treasury Department estimates. — U.S. Department of the Treasury
- [2]The Defend Trade Secrets Act of 2016 created the first federal civil cause of action for trade secret misappropriation and includes whistleblower immunity for confidential disclosures to government officials. — 18 U.S.C. § 1833(b)
- [3]More than 20 states have enacted legislation restricting the use of NDAs in sexual harassment and discrimination settlement agreements since 2018. — National Conference of State Legislatures
- [4]The SEC has brought enforcement actions against companies whose NDAs or employment agreements included provisions purporting to prevent employees from communicating with SEC staff about potential securities violations. — U.S. Securities and Exchange Commission
- [5]Over 1,500 federal trade secret cases are filed annually under the DTSA, establishing it as a significant area of federal litigation. — Lex Machina Trade Secret Litigation Report
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