California Non-Disclosure Agreement (NDA) Review
California regulates NDAs more heavily than almost any other state. The Silenced No More Act (SB 331), in force since January 1, 2022, limits what an employer can keep secret about harassment, discrimination and retaliation, and requires specific carve-out language in many agreements. Trade secrets are protected under the California Uniform Trade Secrets Act, Civil Code 3426 and following, while Business and Professions Code 16600 voids most non-competes hidden inside NDAs.
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 did the Silenced No More Act change?
Code of Civil Procedure 1001 bars settlement terms that prevent disclosure of factual information about claims of sexual assault, sexual harassment, and workplace harassment, discrimination or retaliation filed in court or with an agency. A claimant can still ask to keep their own identity confidential.
Government Code 12964.5 makes it unlawful to require an employee, as a condition of employment, a raise or a bonus, or in a separation agreement, to sign anything that denies the right to disclose information about unlawful acts in the workplace. If the document has a non-disparagement or similar clause, it must include the statutory sentence beginning 'Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace.' Noncompliant provisions are void.
Can a California NDA bar you from soliciting customers or coworkers?
Usually not. Edwards v. Arthur Andersen (Cal. 2008) held that Section 16600 voids restraints on a lawful profession even when narrow, and AMN Healthcare v. Aya (Cal. Ct. App. 2018) refused to enforce an employee non-solicit under the same section. Since 2024, Sections 16600.1 and 16600.5 also make it unlawful to enter into or attempt to enforce a void non-compete, even one signed in another state.
What survives is genuine trade secret protection. You can be stopped from using a former employer's secret customer data, but not from working for a competitor.
California sources checked 2026-10-09: Code of Civil Procedure 1001 (California Public Law) · Government Code 12964.5 (California Public Law). Laws change; confirm the current rule before relying on it.
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.
My California severance agreement has a non-disparagement clause. What must it say?
Government Code 12964.5 requires that sentence about not preventing you from discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination or any other conduct you have reason to believe is unlawful. If it is missing, the restrictive clause is void as to those disclosures. Separation agreements must also tell you that you can consult an attorney.
Does a California NDA have to include a DTSA whistleblower notice?
Not to be valid, but an employer that leaves it out of an employee NDA loses the right to exemplary damages and attorney fees against that employee under the federal Defend Trade Secrets Act. The notice tells you that confidential disclosures to government officials or a lawyer to report suspected illegal conduct are immune.
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, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
California rules summarized as of October 2026; laws change. This is automated 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.