What clauses are required in a California Non-Disclosure Agreement?

California law requires specific provisions including: CUTSA Trade Secret Conformity, Whistleblower & Reporting Carveout, DTSA Immunity Notice. Contract.DIY automatically includes all mandatory clauses with proper legal citations when generating your Non-Disclosure Agreement.

What terms are prohibited in a California Non-Disclosure Agreement?

Under California law, certain provisions are void or unenforceable, including: Prohibition on reporting violations to government agencies; Non-disclosure of harassment or discrimination claims. Contract.DIY is built to avoid these terms and will warn you if your description suggests including something that's not legally permissible.

How does Contract.DIY ensure my Non-Disclosure Agreement complies with California law?

Every generated contract goes through 9 automated compliance checks specific to California. These cover mandatory provisions, prohibited terms, proper citations, and formation requirements. Any issues are flagged before you download.

Can I use this Non-Disclosure Agreement template outside of California?

This template is specifically tailored to California law. Using it in another jurisdiction may result in missing requirements or including provisions that don't apply. We recommend generating a new contract with the correct jurisdiction selected for full compliance.

California Non-Disclosure Agreement — Free Template Generator

Key legal considerations

You are generating an NDA governed by California law. California follows the Uniform Trade Secrets Act (CUTSA, Civ. Code §§ 3426–3426.11). CRITICAL: Under the Silenced No More Act (SB 331, Gov. Code § 12964.5), NDAs cannot restrict employees from disclosing information about unlawful workplace conduct including harassment, discrimination, and retaliation — this applies to ALL protected categories, not just sexual harassment. Always include a whistleblower/reporting carveout. Also include the DTSA immunity notice per 18 U.S.C. § 1833(b). Be cautious that the NDA does not function as a de facto non-compete, as non-competes are void under B&P Code § 16600. If the NDA may cover personal information of California consumers, include CCPA/CPRA compliance language.

What's required

Mandatory clauses for a valid non-disclosure agreement under California law.

CUTSA Trade Secret Conformity
Cal. Civ. Code §§ 3426–3426.11
Whistleblower & Reporting Carveout
Cal. Gov. Code § 12964.5 (Silenced No More Act / SB 331)
DTSA Immunity Notice
18 U.S.C. § 1833(b) (DTSA Immunity)
CCPA/CPRA Data Privacy Provision
Cal. Civ. Code §§ 1798.100–1798.199.100 (CCPA/CPRA)
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)

What's prohibited

Terms and provisions that are void or unenforceable under California law.

Prohibition on reporting violations to government agencies
California law (SB 331 / Silenced No More Act) prohibits NDAs from preventing disclosure of information about unlawful acts in the workplace, including harassment and discrimination. Such provisions are void as against public policy.
Cal. Gov. Code § 12964.5; Cal. Civ. Code § 1670.11
Non-disclosure of harassment or discrimination claims
Under SB 820 and SB 331, settlement or non-disparagement agreements cannot prevent disclosure of factual information relating to claims of sexual harassment, discrimination, or retaliation in the workplace.
Cal. Code Civ. Proc. § 1001; Cal. Gov. Code § 12964.5

Legal references

Key statutes and regulations that govern non-disclosure agreements in California.

California Uniform Trade Secrets Act (CUTSA)
Cal. Civ. Code §§ 3426–3426.11
California's adoption of the UTSA; defines trade secrets and provides civil remedies including injunctive relief and damages for misappropriation.
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Silenced No More Act (SB 331)
Cal. Gov. Code § 12964.5
Prohibits settlement and non-disparagement agreements from restricting disclosure of workplace harassment, discrimination, or retaliation — expanded beyond sexual harassment to all protected categories.
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California Consumer Privacy Act / CPRA
Cal. Civ. Code §§ 1798.100–1798.199.100
Comprehensive data privacy law requiring businesses meeting certain thresholds to protect consumer personal information.
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Defend Trade Secrets Act
18 U.S.C. § 1836 et seq.
Federal trade secret protection; provides civil cause of action for trade secret misappropriation.
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