Do I need additional consideration for an NDA with an existing Pennsylvania employee?

Pennsylvania courts have generally held that continued employment can constitute adequate consideration for restrictive covenants with existing employees. However, providing additional consideration such as a raise, promotion, or bonus makes the NDA more enforceable.

What trade secret protections does Pennsylvania offer?

Pennsylvania enacted PUTSA in 2004, providing statutory protection for trade secrets. Under PUTSA, information qualifies as a trade secret if it derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy.

Will a Pennsylvania court enforce an overbroad NDA?

Pennsylvania courts may apply the blue-pencil doctrine to reform overbroad NDA provisions to make them reasonable, rather than voiding the entire agreement. This means partial enforcement is possible even if some terms are initially too broad.

How long can a Pennsylvania NDA last?

There is no statutory maximum. Courts evaluate duration for reasonableness based on the type of information protected. Trade secrets can be protected indefinitely, while general confidential information is typically limited to 2–5 years.

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Pennsylvania NDA law overview

Pennsylvania adopted the Pennsylvania Uniform Trade Secrets Act (PUTSA) in 2004, replacing its prior common law trade secret framework. Pennsylvania courts evaluate the reasonableness of NDAs based on whether they protect legitimate business interests and are reasonable in scope and duration. Pennsylvania applies a blue-pencil doctrine for overbroad provisions.

Key considerations

What makes NDAs in Pennsylvania different from other states.

Reasonableness Standard

Pennsylvania courts evaluate NDAs for reasonableness in scope, geographic area, and duration. Provisions must be no broader than necessary to protect the employer's legitimate interests.

Consideration for Existing Employees

Unlike some states, Pennsylvania courts have held that continued employment may constitute adequate consideration for new restrictive covenants with existing employees, though additional consideration strengthens enforceability.

PUTSA Preemption

PUTSA preempts conflicting common law trade secret claims, providing a unified statutory framework for trade secret protection in Pennsylvania.

Blue-Pencil Doctrine

Pennsylvania courts may reform overbroad NDA provisions rather than void the entire agreement, making partial enforcement possible.

Governing statutes

Key laws that govern non-disclosure agreements in Pennsylvania.

Pennsylvania Uniform Trade Secrets Act (PUTSA)
12 Pa. C.S. §§ 5301–5308
Statutory framework for trade secret protection, misappropriation claims, and remedies in Pennsylvania.
Defend Trade Secrets Act (Federal)
18 U.S.C. §§ 1833–1839
Federal trade secret protection with whistleblower immunity requirements.