California NDA Review
Asked to sign a non-disclosure agreement in California? Confidentiality law is fairly uniform, but the terms that decide how much an NDA really restricts you, the definition of confidential information, the exclusions, the duration, and any bundled non-compete, are worth checking against California law. Here is what applies, and what ClauseAudit flags.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Generally void
Confidentiality & trade secrets in California
California protects trade secrets under its version of the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act applies on top. A reasonable NDA is enforceable, but courts still look at scope, an over-broad definition of "confidential information" with no exclusions is the most common weakness.
Watch for a non-compete inside the NDA
Employee non-competes are void and unenforceable under Business & Professions Code §16600. Employers can even face penalties for requiring them.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in California also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by California's non-compete rules above.
What ClauseAudit checks in a California NDA
- Definition of "confidential information", narrow, or everything?
- The four standard exclusions (public, already known, independently developed, third-party)
- Duration, a defined term, or a perpetual obligation?
- A "residuals" clause allowing use of what is remembered
- Any bundled non-compete or non-solicitation, judged by California law
- Return/destruction obligation and one-sided injunctive relief
California NDA FAQ
Is an NDA enforceable in California?
Yes, a reasonable confidentiality agreement is generally enforceable in California, backed by the state’s Uniform Trade Secrets Act and, at the federal level, the Defend Trade Secrets Act. What matters is scope: an NDA with an over-broad definition of "confidential information," no standard exclusions, or a perpetual term is far weaker than it looks and worth narrowing.
Can an NDA include a non-compete in California?
NDAs sometimes bundle in non-compete or non-solicitation language. In California, non-competes are generally void, Employee non-competes are void and unenforceable under Business & Professions Code §16600. Employers can even face penalties for requiring them. So a non-compete smuggled into an NDA usually will not stop you working, though a narrow non-solicit might.
What makes an NDA fair in California?
A sound NDA defines confidential information narrowly, includes the standard exclusions (public information, what you already knew, what you independently develop, and what a third party gives you), has a defined term rather than a perpetual one, and does not include a broad "residuals" clause or a hidden non-compete. ClauseAudit checks each of these against California law.
Can California enforce a non-compete buried in an NDA?
California is one of 4 US jurisdictions treating employee non-competes as void rather than merely limited. Employee non-competes are void and unenforceable under Business & Professions Code §16600. Employers can even face penalties for requiring them. Confidentiality obligations are a separate question and are not affected by any of that, which is why a restraint tucked into an NDA deserves reading on its own terms rather than as part of the secrecy clause.
Does it matter which state's law the agreement names?
It can, because California's neighbours do not all agree: Arizona (generally enforceable), Nevada (generally enforceable), Oregon (limited). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing an NDA.
Asked to sign an NDA in California?
Upload it and get every clause checked against California law in about a minute, with a fix for each problem.
How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 9 allow them only in limited circumstances, 38 generally enforce them if reasonable.
California rules summarized as of 2025; laws change. This is AI-assisted educational information, not legal advice. ClauseAudit verifies current California law when you run your NDA, and you should confirm anything critical with a qualified attorney.