Colorado Non-Disclosure Agreement (NDA) Review
Colorado puts limits directly on the confidentiality clause, not just on non-competes. C.R.S. 8-2-113(3)(b) only allows a reasonable confidentiality provision that does not reach a worker's general training, knowledge, skill or experience, publicly available information, or information the worker has a legal right to disclose. Separately, the POWR Act of 2023 restricts NDAs about discriminatory or unfair employment practices, and trade secrets fall under the Colorado Uniform Trade Secrets Act, C.R.S. 7-74-101 to 7-74-110.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Colorado
Colorado 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
Void unless the worker earns above a high salary threshold and it protects trade secrets; since August 6, 2025 (SB 25-083) that exception no longer covers non-competes restricting doctors, advanced practice nurses or dentists. Strict notice rules and penalties apply.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Colorado also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Colorado's non-compete rules above.
What can a Colorado confidentiality clause not cover?
Under C.R.S. 8-2-113(3)(b), a confidentiality provision is permitted only if it is relevant to the employer's business and does not prohibit disclosure of general skills and experience, information that is already public, or information you are otherwise legally entitled to disclose. A clause that ignores those limits risks being treated as a void restrictive covenant, with penalties available against employers who present or enforce one.
Customer non-solicits in Colorado are only allowed for workers earning at least 60 percent of the highly compensated threshold, and only to protect trade secrets, both when signed and when enforced.
How does the POWR Act affect NDAs?
Effective August 7, 2023, C.R.S. 24-34-407 limits agreements that restrict an employee or applicant from disclosing or discussing alleged discriminatory or unfair employment practices. A compliant nondisclosure provision must meet several conditions, including a signed addendum attesting to compliance, and noncompliant provisions are void. Employers face penalties of $5,000 per violation plus damages and fees, and can be liable simply for presenting a noncompliant agreement.
What else should a Colorado signer check?
Colorado requires separate written notice of any non-compete or customer non-solicit, in plain terms, and the agreement must be signed by the worker. If your Colorado NDA includes one of those covenants without that notice, it is vulnerable. Also confirm the agreement does not pick another state's law or courts for a worker who lives and works in Colorado, which the statute restricts.
Colorado sources checked 2026-10-09: C.R.S. 8-2-113 (Colorado Public Law) · C.R.S. 24-34-407, POWR Act nondisclosure rules (Colorado Public Law). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Colorado 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 Colorado law
- Return/destruction obligation and one-sided injunctive relief
Colorado NDA FAQ
Is an NDA enforceable in Colorado?
Yes, a reasonable confidentiality agreement is generally enforceable in Colorado, 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 Colorado?
NDAs sometimes bundle in non-compete language. In Colorado, non-competes are enforceable only in limited cases, Void unless the worker earns above a high salary threshold and it protects trade secrets; since August 6, 2025 (SB 25-083) that exception no longer covers non-competes restricting doctors, advanced practice nurses or dentists. Strict notice rules and penalties apply. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Colorado?
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 Colorado law.
Can Colorado enforce a non-compete buried in an NDA?
Colorado is one of 13 jurisdictions allowing them only in restricted circumstances. Void unless the worker earns above a high salary threshold and it protects trade secrets; since August 6, 2025 (SB 25-083) that exception no longer covers non-competes restricting doctors, advanced practice nurses or dentists. Strict notice rules and penalties apply. 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.
If the restriction in my Colorado agreement is too broad, what happens?
Courts may rewrite an overbroad restriction to something reasonable. That cuts against you: an employer has little to lose by drafting wide, because a court can pare the clause back rather than discard it. Negotiating the wording before signing matters more here than in states where an overbroad clause simply fails.
Does it matter which state's law the agreement names?
It can, because Colorado's neighbours do not all agree: Arizona (generally enforceable), Kansas (generally enforceable), Nebraska (generally enforceable), New Mexico (generally enforceable), Oklahoma (void), Utah (generally enforceable). 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.
Can a Colorado NDA cover everything I learned on the job?
No. C.R.S. 8-2-113(3)(b) excludes your general training, knowledge, skill and experience, plus publicly available information and anything you have a legal right to disclose. If a Colorado NDA defines confidential information as 'all information learned during employment' with no carve-outs, it likely goes beyond what the statute allows.
Does a Colorado harassment settlement need a special addendum?
If it restricts discussing alleged discriminatory or unfair employment practices, yes. Under the POWR Act, C.R.S. 24-34-407, the agreement needs a signed addendum attesting to compliance with the statute, among other conditions. Agreements entered after August 7, 2023 that skip these steps are void as to that provision.
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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.
Colorado rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Colorado law when you run your NDA, and you should confirm anything critical with a qualified attorney.