Ohio Non-Disclosure Agreement (NDA) Review
Ohio's trade secret statute is unusually explicit about customer data: its definition names lists of names, addresses and telephone numbers among the information that can qualify. That makes the client-list language in an Ohio NDA more consequential than in many states. Restrictions on soliciting those clients are then measured by the Ohio Supreme Court's long-standing reasonableness test, under which courts can modify, rather than void, an overbroad covenant.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Ohio
Ohio 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; courts may modify overbroad terms to make them enforceable.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Ohio also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Ohio's non-compete rules above.
What makes information a trade secret in Ohio?
Ohio's Uniform Trade Secrets Act is R.C. 1333.61 to 1333.69. The definition in 1333.61 covers scientific and technical information as well as business information or plans, financial information, and listings of names, addresses or telephone numbers, provided the information has value from not being generally known and is subject to reasonable secrecy efforts.
In State ex rel. Besser v. Ohio State University (2000), the Ohio Supreme Court adopted a six-factor analysis for deciding whether information qualifies, looking at matters such as how widely it is known and the precautions taken to protect it. An NDA that sweeps in public information does not turn it into a trade secret.
How will an Ohio court judge a non-solicit in an NDA?
Raimonde v. Van Vlerah (1975) is the starting point. A covenant is reasonable if it is no greater than needed to protect the employer's legitimate interest, does not impose undue hardship on the employee, and does not harm the public. Courts weigh factors including duration, geography, whether the employee had confidential information or customer contact, and whether the restriction just bars ordinary competition.
Raimonde also lets Ohio courts modify an unreasonable covenant to make it enforceable, so pushing for narrow terms before signing is more effective than counting on a court to strike them later.
On top of state law, the federal Defend Trade Secrets Act bars injunctions that simply prevent a person from taking a new job; any restriction must rest on evidence of threatened misappropriation, not merely on what the employee knows.
Ohio sources checked 2026-10-09: Ohio Rev. Code 1333.61 (Definitions) · Speak Out Act, Pub. L. 117-224 (congress.gov) · 18 U.S.C. 1836, DTSA civil action (Cornell LII). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Ohio 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 Ohio law
- Return/destruction obligation and one-sided injunctive relief
Ohio NDA FAQ
Is an NDA enforceable in Ohio?
Yes, a reasonable confidentiality agreement is generally enforceable in Ohio, 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 Ohio?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Ohio a reasonable non-compete can be enforceable, Enforceable if reasonable; courts may modify overbroad terms to make them enforceable. 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 Ohio?
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 Ohio law.
Can Ohio enforce a non-compete buried in an NDA?
Ohio is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable if reasonable; courts may modify overbroad terms to make them enforceable. 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 Ohio 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.
Is my Ohio customer contact list automatically a trade secret?
Not automatically. R.C. 1333.61 lets a list of names, addresses or telephone numbers qualify, but only if it has value because it is not generally known and the employer takes reasonable steps to keep it secret. Contacts you could easily find publicly, or relationships you brought with you, are much weaker candidates.
Does Ohio have its own law on harassment NDAs?
The firmest rule for Ohio workers is federal. The Speak Out Act makes nondisclosure and nondisparagement clauses agreed before a sexual assault or sexual harassment dispute unenforceable in that dispute. Settlement confidentiality negotiated after a dispute arises is outside the Act, so read those terms carefully.
Asked to sign an NDA in Ohio?
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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.
Ohio rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Ohio law when you run your NDA, and you should confirm anything critical with a qualified attorney.