Can a California NDA include a non-compete clause?

No. Under Business & Professions Code § 16600, non-compete agreements are generally void in California. An NDA cannot be used as a workaround to prevent someone from working in their industry.

What must a California NDA say about whistleblowing?

Under SB 331, California NDAs must include carveouts allowing individuals to discuss workplace harassment, discrimination, and retaliation.

How long can a California NDA last?

There is no statutory maximum, but courts scrutinize unreasonably long terms. Most California NDAs specify 2-5 years for general confidential information and indefinite protection for trade secrets.

Does a California NDA need to define trade secrets specifically?

Yes. Under CUTSA, trade secret protection only applies to information that derives independent economic value from not being generally known and is subject to reasonable secrecy efforts.

Non-Disclosure Agreement for California

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California legal context

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.

What's required

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

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.
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.

Key CA statutes

California Uniform Trade Secrets Act (CUTSA)
Cal. Civ. Code §§ 3426-3426.11
Primary framework for trade secret protection in California.
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 or discrimination.
Defend Trade Secrets Act (Federal)
18 U.S.C. §§ 1833-1839
Federal trade secret protection requiring whistleblower immunity notice.

California-specific considerations

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.
Trade Secret Definition Matters
CUTSA requires trade secrets derive independent economic value from not being generally known and be subject to reasonable secrecy efforts.
DTSA Immunity Notice
Federal law requires NDAs to include a notice that individuals cannot be held liable for disclosing trade secrets to the government.