Delaware NDA Template
Reviewed by the Agiled editorial teamUpdated June 2026
NDAs are enforceable in every state — what changes in Delaware 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 Delaware layer; the download is our standard mutual/unilateral NDA, ready to adapt.
Delaware NDA rules at a glance
| Trade secret law | Uniform Trade Secrets Act (6 Del. C. §2001 et seq.) |
|---|---|
| Harassment / discrimination NDA limits | No additional state statute; the federal Speak Out Act (2022) voids pre-dispute NDAs covering sexual assault and harassment claims. |
| Inevitable disclosure doctrine | Chancery has granted relief on inevitable-disclosure-style theories in narrow cases. |
| Non-compete-style NDA terms | Recent Chancery decisions strike overbroad confidentiality covenants whole rather than trimming them. |
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 Delaware handles non-disclosure agreements
Delaware's Chancery Court treats overbroad confidentiality definitions the way it now treats overbroad non-competes — as drafting sins it won't fix — notable because so many companies reflexively choose Delaware law. Two layers apply everywhere, including Delaware: 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.
Delaware non-disclosure agreement FAQs
Are NDAs enforceable in Delaware?
Yes — confidentiality agreements protecting trade secrets and legitimately confidential business information are enforceable in Delaware, under uniform Trade Secrets Act (6 Del. C. §2001 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 Delaware?
No additional state statute; the federal Speak Out Act (2022) voids pre-dispute NDAs covering sexual assault and harassment claims. 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 Delaware?
Recent Chancery decisions strike overbroad confidentiality covenants whole rather than trimming them. 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 Delaware?
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; Delaware 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.