What clauses are required in a United States Non-Disclosure Agreement?

United States law requires specific provisions including: Trade Secret Definition (DTSA + UTSA), DTSA Whistleblower Immunity Notice, Consideration Statement. contract.diy automatically includes all mandatory clauses with proper legal citations when generating your Non-Disclosure Agreement.

What terms are prohibited in a United States Non-Disclosure Agreement?

Under United States law, certain provisions are void or unenforceable, including: All information exchanged between the parties is confidential (without limitation or definition); Waiver of whistleblower protections. 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 United States law?

Every generated contract goes through 11 automated compliance checks specific to United States. 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 United States?

This template is specifically tailored to United States 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.

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Non-Disclosure Agreement for United States

Generate a non-disclosure agreement that complies with United States law — with 9 mandatory clauses and 11 compliance checks built in.

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Key legal considerations

Generate an NDA compliant with United States federal law. Key requirements: 1. DTSA COMPLIANCE: Include the Defend Trade Secrets Act whistleblower immunity notice (18 U.S.C. § 1833(b)) — this is MANDATORY for any NDA that involves trade secrets. 2. TRADE SECRET DEFINITION: Define confidential information to align with both the DTSA (18 U.S.C. § 1839(3)) and the Uniform Trade Secrets Act. Include the two-part test: (a) reasonable measures to maintain secrecy, and (b) independent economic value from not being generally known. 3. CONSIDERATION: Clearly state the consideration for the agreement. For mutual NDAs, the mutual exchange of information suffices. For one-way NDAs, identify specific consideration (employment, access to business opportunity, etc.). 4. STANDARD EXCLUSIONS: Include carve-outs for publicly available information, independently developed information, prior knowledge, and third-party disclosures. 5. STATUTE OF FRAUDS: While NDAs are typically not subject to the Statute of Frauds, best practice is to have them in writing. 6. STATE VARIATION: Note that trade secret law varies by state. 48 states have adopted some version of the UTSA, but with variations. The DTSA provides a federal baseline. Use plain English where possible while maintaining legal precision.

What's required

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

Trade Secret Definition (DTSA + UTSA)
18 U.S.C. § 1839(3) (DTSA); UTSA § 1(4)
DTSA Whistleblower Immunity Notice
18 U.S.C. § 1833(b) (DTSA Whistleblower Immunity)
Consideration Statement
Common law consideration requirement
Permitted Disclosures
Return of Materials
Severability
Common law severability doctrine
Entire Agreement / Merger Clause
Common law parol evidence rule
Electronic Signature Authorization
15 U.S.C. § 7001 (E-SIGN Act)
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)

What's prohibited

Terms and provisions that are void or unenforceable under United States law.

All information exchanged between the parties is confidential (without limitation or definition)
Overly broad, catch-all definitions of confidential information without reasonable limitations are disfavored by courts and may render the NDA unenforceable. Confidential information must be identifiable and distinguishable from general knowledge.
Ikon Office Solutions v. Kforce.com, 2006 WL 1720594 (W.D.N.C.)
Waiver of whistleblower protections
Provisions that purport to waive an individual's right to report violations of law to government authorities are unenforceable and may violate the DTSA, Dodd-Frank Act, and other federal whistleblower protection statutes.
18 U.S.C. § 1833(b); 15 U.S.C. § 78u-6 (Dodd-Frank)

Legal references

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

Defend Trade Secrets Act of 2016
18 U.S.C. § 1836 et seq.
Federal civil cause of action for trade secret misappropriation. Provides for injunctive relief, damages, and attorney's fees. Requires inclusion of whistleblower immunity notice.
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Uniform Trade Secrets Act (UTSA)
UTSA (1985 version)
Model act adopted by 48 states (plus DC and USVI) providing state-level trade secret protection. Defines trade secrets and remedies for misappropriation.
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E-SIGN Act
15 U.S.C. § 7001 et seq.
Validates electronic signatures and contracts in interstate and foreign commerce.
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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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