California NDA Template
Reviewed by the Agiled editorial teamUpdated June 2026
NDAs are enforceable in every state — what changes in California is the statute behind them, the carve-outs the law forces into them, and how courts treat NDA terms that drift toward non-compete territory. This page covers the California layer; the download is our standard mutual/unilateral NDA, ready to adapt.
California NDA rules at a glance
| Trade secret law | Uniform Trade Secrets Act (Cal. Civ. Code §3426 et seq.) |
|---|---|
| Harassment / discrimination NDA limits | Strongest limits in the nation: SB 820 (settlements) and SB 331 'Silenced No More' (2022) bar NDAs covering harassment, discrimination, and retaliation facts in settlements and severance. |
| Inevitable disclosure doctrine | Rejected (Whyte v. Schlage Lock) — California requires actual or threatened misappropriation. |
| Non-compete-style NDA terms | Any NDA term restraining lawful employment is void under B&P §16600; California polices NDAs that smuggle in non-compete effects. |
State laws change frequently and this summary is not legal advice. Verify current rules against the state statute or with a licensed attorney before relying on them.
How California handles non-disclosure agreements
California is the state where NDAs do the most work — because non-competes are banned, confidentiality and trade-secret clauses are the only post-employment protection — and simultaneously the state that polices their breadth most aggressively. Two layers apply everywhere, including California: the federal Defend Trade Secrets Act gives a federal claim for trade-secret theft, and the federal Speak Out Act voids pre-dispute NDAs over sexual assault and harassment. The state layer above is what changes when you cross a border — verify it before relying on a clause.
California non-disclosure agreement FAQs
Are NDAs enforceable in California?
Yes — confidentiality agreements protecting trade secrets and legitimately confidential business information are enforceable in California, under uniform Trade Secrets Act (Cal. Civ. Code §3426 et seq.). The limits arrive at the edges: terms so broad they operate as a non-compete, and clauses muzzling legally protected disclosures (harassment claims, whistleblowing, wage discussions).
Can an NDA cover sexual harassment claims in California?
Strongest limits in the nation: SB 820 (settlements) and SB 331 'Silenced No More' (2022) bar NDAs covering harassment, discrimination, and retaliation facts in settlements and severance. Whatever the state layer says, the federal Speak Out Act independently voids pre-dispute confidentiality terms covering sexual assault and harassment disputes nationwide.
Can an NDA stop someone from working for a competitor in California?
Any NDA term restraining lawful employment is void under B&P §16600; California polices NDAs that smuggle in non-compete effects. The drafting rule: define confidential information specifically, exclude general skills and knowledge, and use a separate, state-compliant non-compete if mobility restraints are actually needed.
How long should an NDA last in California?
For true trade secrets, protection can be indefinite — secrecy is the legal status, not the clause. For ordinary confidential business information, 2–5 years is the enforceable norm; California courts treat perpetual restrictions on non-secret information skeptically. Tier the clause: indefinite for trade secrets, fixed-term for everything else.
The full non-disclosure agreement guide
Clause-by-clause guidance, common mistakes, and the complete template text live on the main page: NDA Template — full guide and download.