Michigan Non-Disclosure Agreement (NDA) Review
Michigan adopted the Uniform Trade Secrets Act through Public Act 448 of 1998, codified at MCL 445.1901 to 445.1910, effective December 30, 1998. Restrictive covenants that ride along in Michigan NDAs are governed by MCL 445.774a, which allows agreements protecting reasonable competitive business interests if they are reasonable in duration, area and type of work, and lets courts limit an unreasonable agreement. Michigan has no state statute on harassment NDAs as of 2026.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Michigan
Michigan 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 in duration, geography, and line of business. Courts may limit overbroad agreements.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Michigan also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Michigan's non-compete rules above.
What does MCL 445.1902 count as a trade secret?
Michigan uses the uniform definition: information such as a formula, pattern, compilation, program, device, method, technique or process that derives independent economic value from not being generally known and is subject to reasonable secrecy efforts. 'Improper means' includes breach of a duty to maintain secrecy, which is what an NDA creates.
Under MCL 445.1906, courts must preserve the secrecy of alleged trade secrets during litigation, through protective orders, sealed records and closed hearings. Attorney fees are available for bad-faith claims or willful and malicious misappropriation.
How do Michigan courts handle overbroad NDA covenants?
MCL 445.774a expressly allows a court to limit an unreasonable agreement and enforce it as limited. So a Michigan NDA with a sweeping non-solicit is more likely to be cut down than thrown out. Michigan courts have also treated confidentiality terms as reasonable when tied to genuinely confidential information.
For harassment matters, Michigan relies on federal law: the Speak Out Act for pre-dispute sexual harassment and assault NDAs, plus the right to file charges with the EEOC or the Michigan Department of Civil Rights.
Checklist for a Michigan NDA
Read the definition of confidential information against the statutory definition in MCL 445.1902. Ask for exclusions for public information, what you knew before, independent development, and information from third parties. If the NDA includes a non-solicit, ask that it be limited to customers you dealt with in a defined recent period, because a court may otherwise narrow it on terms you did not choose.
Michigan sources checked 2026-10-09: MCL Act 448 of 1998 (Michigan Legislature). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Michigan 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 Michigan law
- Return/destruction obligation and one-sided injunctive relief
Michigan NDA FAQ
Is an NDA enforceable in Michigan?
Yes, a reasonable confidentiality agreement is generally enforceable in Michigan, 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 Michigan?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Michigan a reasonable non-compete can be enforceable, Enforceable if reasonable in duration, geography, and line of business. Courts may limit overbroad agreements. 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 Michigan?
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 Michigan law.
Can Michigan enforce a non-compete buried in an NDA?
Michigan is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable if reasonable in duration, geography, and line of business. Courts may limit overbroad agreements. 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 Michigan 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.
Will a Michigan court void my NDA's overbroad non-solicit?
Probably not entirely. MCL 445.774a lets courts limit an unreasonable agreement and enforce it as limited. That means you might still be bound by a narrowed version. It is better to negotiate scope and duration before signing than to rely on a court to rescue you later.
How long can a Michigan NDA last?
Michigan has no statute fixing a maximum term for confidentiality. Trade secrets can be protected as long as they remain secret. For other confidential information, a defined term of a few years is easier to defend. Ask that perpetual obligations apply only to trade secrets.
Asked to sign an NDA in Michigan?
Upload it and get every clause checked against Michigan 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.
Michigan rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Michigan law when you run your NDA, and you should confirm anything critical with a qualified attorney.