Kentucky Non-Disclosure Agreement (NDA) Review
Kentucky protects trade secrets under its Uniform Trade Secrets Act, KRS 365.880 to 365.900. The most important Kentucky case for anyone asked to sign a restrictive agreement mid-job is Charles T. Creech, Inc. v. Brown (Ky. 2014), where the Kentucky Supreme Court held that continued at-will employment, by itself, is not enough consideration to support a non-compete. That matters when an NDA arrives with a non-compete attached after you have already started.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Kentucky
Kentucky 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
Enforceable if reasonable, but continued employment alone is not enough consideration for a non-compete signed mid-job (Charles T. Creech, Inc. v. Brown, 2014). Courts may modify overbroad terms.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Kentucky also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Kentucky's non-compete rules above.
Why does Creech v. Brown matter for Kentucky NDAs?
In Creech, a long-time salesman was asked in 2006 to sign a non-compete and received no raise, bonus or other new benefit for doing so. The Kentucky Supreme Court held that continuing his at-will job was not adequate consideration, rejecting the trial court's contrary view. Since then, Kentucky employers typically give something of value, such as a bonus, promotion or special training, when they ask current employees to sign restrictive covenants.
Pure confidentiality obligations are on firmer ground, since trade secret protection exists regardless of contract. But a non-solicit or non-compete added to an NDA mid-employment, with nothing new given in return, is vulnerable under Creech.
What other Kentucky rules apply?
KRS 365.880 to 365.900 uses the uniform definition of a trade secret and provides injunctions, damages and fees for misappropriation. Kentucky has no statute limiting harassment or discrimination NDAs as of 2026; the federal Speak Out Act covers pre-dispute sexual harassment and assault NDAs.
Practical checks for a Kentucky NDA
Note the date you sign and what, if anything, you receive for signing. Ask for standard exclusions to the definition of confidential information and a fixed term for non-trade-secret material. If a non-solicit is included, ask that it cover only customers you personally served. Kentucky courts may modify overbroad terms, so a narrower clause negotiated now is more predictable than litigation later.
Kentucky sources checked 2026-10-09: Kentucky high court nixes non-compete supported only by continued employment (National Law Review) · WIPO table of state Uniform Trade Secrets Act citations (Kentucky 365.880 to 365.900). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Kentucky 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 Kentucky law
- Return/destruction obligation and one-sided injunctive relief
Kentucky NDA FAQ
Is an NDA enforceable in Kentucky?
Yes, a reasonable confidentiality agreement is generally enforceable in Kentucky, 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 Kentucky?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Kentucky a reasonable non-compete can be enforceable, Enforceable if reasonable, but continued employment alone is not enough consideration for a non-compete signed mid-job (Charles T. Creech, Inc. v. Brown, 2014). Courts may modify overbroad terms. 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 Kentucky?
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 Kentucky law.
Can Kentucky enforce a non-compete buried in an NDA?
Kentucky is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable if reasonable, but continued employment alone is not enough consideration for a non-compete signed mid-job (Charles T. Creech, Inc. v. Brown, 2014). Courts may modify overbroad terms. 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 Kentucky 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 Kentucky's neighbours do not all agree: Illinois (limited), Tennessee (limited), Virginia (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 Kentucky employer wants me to sign an NDA with a non-compete. What should I ask for?
Ask what you receive in exchange. Under Creech v. Brown (Ky. 2014), continued at-will employment alone is not enough consideration for a non-compete signed mid-employment. A raise, bonus, promotion or meaningful training can change that. Also ask that the confidentiality and non-compete terms be separated so each is judged on its own.
Does Creech v. Brown apply to a Kentucky NDA signed on day one?
Generally no. Commentators read Creech as addressing agreements signed after employment began. An NDA or covenant signed at hiring is supported by the job offer itself, so consideration is rarely the issue. The reasonableness of the scope, duration and geography still matters either way, and Kentucky courts may modify terms that go too far.
Asked to sign an NDA in Kentucky?
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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.
Kentucky rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Kentucky law when you run your NDA, and you should confirm anything critical with a qualified attorney.