Illinois Non-Disclosure Agreement (NDA) Review
Illinois regulates NDAs from two directions. The Illinois Trade Secrets Act, 765 ILCS 1065, says a contractual duty to keep information secret is not void just because it has no time or geographic limit. Meanwhile the Workplace Transparency Act, 820 ILCS 96, tightly controls confidentiality about unlawful employment practices, and was expanded effective January 1, 2026. The Freedom to Work Act adds pay floors for the non-solicits often bundled in.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Illinois
Illinois 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 for employees earning at or below a salary threshold under the Freedom to Work Act. Above it, must be reasonable with proper notice.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Illinois also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Illinois's non-compete rules above.
What changed in the Workplace Transparency Act for 2026?
HB 3638, signed August 15, 2025, applies to employment contracts entered into, modified or extended on or after January 1, 2026. It broadens 'unlawful employment practice' to cover any practice actionable under federal or state employment law, protects concerted activity, and requires a separate, specific allocation of consideration for any confidentiality promise in a separation or settlement agreement, apart from the payment for releasing claims.
The Act already required that confidentiality be the employee's documented preference, that you be told you can consult a lawyer, and that you get time to consider and revoke. Employees who successfully challenge a noncompliant clause can now recover consequential damages as well as fees.
Who can be bound by an Illinois non-solicit?
Under the Freedom to Work Act, 820 ILCS 90, non-solicits are void for employees earning $45,000 a year or less, and non-competes for those earning $75,000 or less. Both thresholds rise on January 1, 2027, to $47,500 and $80,000.
How does Illinois treat confidentiality in employment agreements?
The Workplace Transparency Act also covers agreements signed when you are hired or during employment. A confidentiality promise about unlawful employment practices in those agreements must be in writing, supported by bargained-for consideration, and must acknowledge your right to report to authorities and testify. The Act treats provisions that skip these steps as void.
Illinois sources checked 2026-10-09: 765 ILCS 1065/8 (Illinois General Assembly) · Overview of recent amendments to the Illinois Workplace Transparency Act (Littler) · 820 ILCS 96, Workplace Transparency Act (Illinois General Assembly). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Illinois 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 Illinois law
- Return/destruction obligation and one-sided injunctive relief
Illinois NDA FAQ
Is an NDA enforceable in Illinois?
Yes, a reasonable confidentiality agreement is generally enforceable in Illinois, 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 Illinois?
NDAs sometimes bundle in non-compete language. In Illinois, non-competes are enforceable only in limited cases, Void for employees earning at or below a salary threshold under the Freedom to Work Act. Above it, must be reasonable with proper notice. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Illinois?
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 Illinois law.
Can Illinois enforce a non-compete buried in an NDA?
Illinois is one of 13 jurisdictions allowing them only in restricted circumstances. Void for employees earning at or below a salary threshold under the Freedom to Work Act. Above it, must be reasonable with proper notice. 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 Illinois 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 Illinois's neighbours do not all agree: Indiana (generally enforceable), Iowa (generally enforceable), Kentucky (generally enforceable), Missouri (generally enforceable), Wisconsin (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.
Does an Illinois NDA need an end date?
Not under the trade secret statute. 765 ILCS 1065/8(b)(1) says a contractual duty to maintain secrecy is not void for lack of a durational or geographic limit. Some federal courts in Illinois have still questioned unlimited NDAs covering non-secret information, so a fixed term for ordinary confidential information remains good practice.
My Illinois severance offer has a confidentiality clause. What should I check?
For agreements signed on or after January 1, 2026, check that a specific amount is allocated to the confidentiality promise, separate from the release payment. The agreement should say you can consult a lawyer, and confidentiality about unlawful employment practices must reflect your documented preference. Reporting to government agencies cannot be restricted.
Asked to sign an NDA in Illinois?
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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.
Illinois rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Illinois law when you run your NDA, and you should confirm anything critical with a qualified attorney.