California NDA Template
Generate a non-disclosure agreement that complies with California law — including non-compete prohibitions, CUTSA trade secret protections, and mandatory whistleblower carveouts.
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California NDA law overview
California has some of the most employee-friendly NDA laws in the country. Under Business & Professions Code § 16600, non-compete clauses are generally void, which directly impacts how NDAs must be drafted. The California Uniform Trade Secrets Act (CUTSA) governs trade secret protection, and SB 331 (Silenced No More Act) requires specific carveouts allowing employees to discuss workplace harassment and discrimination.
Key considerations
What makes NDAs in California different from other states.
No Non-Compete Disguised as NDA
California courts will invalidate NDA provisions that effectively prevent someone from working in their field. Confidentiality definitions must be narrowly tailored.
Whistleblower Carveouts Required
Under SB 331, NDAs must allow employees to discuss workplace harassment, discrimination, and retaliation — even when settling claims.
Trade Secret Definition Matters
CUTSA requires that trade secrets derive independent economic value from not being generally known and be subject to reasonable efforts to maintain secrecy.
DTSA Immunity Notice
Federal law requires NDAs to include a notice that individuals cannot be held liable for disclosing trade secrets to the government or in court filings.
Governing statutes
Key laws that govern non-disclosure agreements in California.
California Uniform Trade Secrets Act (CUTSA)
Cal. Civ. Code §§ 3426–3426.11
Defines trade secrets and provides remedies for misappropriation, including injunctive relief and damages.
Non-Compete Prohibition
Cal. Bus. & Prof. Code § 16600
Voids virtually all non-compete agreements. NDAs cannot function as de facto non-competes.
Silenced No More Act (SB 331)
Cal. Gov. Code § 12964.5
Prohibits NDAs from restricting disclosure of workplace harassment, discrimination, or retaliation.
Defend Trade Secrets Act (Federal)
18 U.S.C. §§ 1833–1839
Federal trade secret protection that supplements CUTSA. Requires whistleblower immunity notice in NDAs.
California NDA essentials
Key points automatically handled when you generate a California NDA.
Non-compete clauses are void under B&P Code § 16600
SB 331 requires whistleblower and harassment disclosure carveouts
CUTSA is the primary framework for trade secret protection
Federal DTSA immunity notice must be included
Confidentiality scope must be narrowly defined to avoid non-compete effect
Frequently asked questions
NDA templates by state
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