Connecticut Non-Disclosure Agreement (NDA) Review
Connecticut protects trade secrets under its Uniform Trade Secrets Act, codified at Conn. Gen. Stat. 35-50 to 35-58. What makes the state worth watching for NDA signers is legislative activity: bills to restrict NDAs covering workplace harassment and discrimination, SB 1035 in 2025 and SB 355 in 2026, have been debated in Hartford, modeled on California, New Jersey and Washington laws. Check whether any version has been enacted before you rely on it.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Connecticut
Connecticut 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
Generally enforceable if reasonable. Special limits apply to physicians and some other professions.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Connecticut also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Connecticut's non-compete rules above.
Has Connecticut limited harassment NDAs yet?
As of our October 2026 check, we could not confirm that Connecticut has enacted a general ban on NDAs covering workplace misconduct. SB 355 (2026) cleared the Labor and Public Employees Committee and the Judiciary Committee, but we did not find a record of final passage. If you are signing a settlement or separation agreement, ask whether a new Connecticut statute applies.
Federal law already reaches part of the issue: under the Speak Out Act, a nondisclosure clause signed before a sexual harassment or sexual assault dispute arises cannot be enforced as to that dispute.
How do Connecticut courts read non-solicits inside NDAs?
Connecticut judges restrictive covenants with a five-factor reasonableness test looking at time, geography, the employer's protection, the employee's ability to earn a living, and the public interest. Connecticut also limits non-competes for physicians by statute. Ordinary NDAs survive this analysis easily; the risk lies in broad customer non-solicits and 'no contact with any client' clauses.
Under Conn. Gen. Stat. 35-50 to 35-58, information is a trade secret only if it is kept secret through reasonable efforts. An NDA can be a key piece of evidence that the employer made those efforts, which is why employers push for broad definitions.
What to look for in a Connecticut NDA today
Until any new statute takes effect, the practical checks are familiar. Confirm the NDA says you may report to government agencies and testify if legally required. Ask for the standard exclusions and a fixed term for ordinary confidential information. If a non-solicit is attached, limit it to clients you personally handled. Asking for these carve-outs is reasonable whether or not a new statute passes.
Connecticut sources checked 2026-10-09: Connecticut SB 1035 (2025), limitations on nondisclosure agreements · Connecticut SB 355 (2026), bill status record · Speak Out Act, 42 U.S.C. 19403 (Cornell LII). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Connecticut 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 Connecticut law
- Return/destruction obligation and one-sided injunctive relief
Connecticut NDA FAQ
Is an NDA enforceable in Connecticut?
Yes, a reasonable confidentiality agreement is generally enforceable in Connecticut, 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 Connecticut?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Connecticut a reasonable non-compete can be enforceable, Generally enforceable if reasonable. Special limits apply to physicians and some other professions. A confidentiality agreement should not quietly restrict who you can work for, so flag any non-compete inside it.
What makes an NDA fair in Connecticut?
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 Connecticut law.
Can Connecticut enforce a non-compete buried in an NDA?
Connecticut is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Generally enforceable if reasonable. Special limits apply to physicians and some other professions. 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 Connecticut agreement is too broad, what happens?
Courts may delete offending words, but will not rewrite the clause. That sits in between: wording that can be severed cleanly may survive, while a restriction written as one indivisible sentence may not. How the clause is punctuated and structured can decide the outcome.
Does it matter which state's law the agreement names?
It can, because Connecticut's neighbours do not all agree: Massachusetts (limited), Rhode Island (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.
Does a Connecticut NDA need an end date?
Not necessarily. For genuine trade secrets, protection can last as long as the information stays secret. For ordinary confidential information, a defined term of a few years is more reasonable and easier to defend. If a Connecticut NDA is perpetual for everything, ask to limit the perpetual term to true trade secrets.
Can I still file a complaint with the CHRO if I signed a Connecticut NDA?
Generally yes. Agreements that try to stop you from filing charges with the Connecticut Commission on Human Rights and Opportunities or the EEOC are disfavored and widely treated as unenforceable on public policy grounds. An NDA may limit what you say publicly, but not your ability to participate in agency investigations.
Asked to sign an NDA in Connecticut?
Upload it and get every clause checked against Connecticut 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.
Connecticut rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Connecticut law when you run your NDA, and you should confirm anything critical with a qualified attorney.