Oregon Non-Disclosure Agreement (NDA) Review
Oregon's Workplace Fairness Act changed what a confidentiality agreement can cover in this state. Since October 2020, an employer cannot make silence about discrimination or sexual assault a condition of employment, and settlement or severance NDAs on those topics are allowed only when the worker asks for them. That sits beside a restrictive covenant statute that caps non-competes at 12 months and an ordinary uniform trade secrets law.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Oregon
Oregon 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 only for salaried employees above a wage threshold, with advance written notice, and capped at 12 months.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Oregon also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Oregon's non-compete rules above.
What does ORS 659A.370 prohibit?
ORS 659A.370 makes it an unlawful practice for an employer to require, as a condition of employment, promotion, compensation or benefits, an agreement that prevents an employee from disclosing or discussing conduct that constitutes discrimination, including sexual assault, occurring in the workplace, at work-related events or between employer and employee off premises. A settlement, separation or severance agreement may include a nondisclosure or nondisparagement term on those topics only when the employee requests it.
Prohibited provisions are void, and an employee can file a complaint with the Bureau of Labor and Industries or sue.
What other Oregon rules affect an NDA?
Oregon's Uniform Trade Secrets Act, ORS 646.461 to 646.475, protects information with value from secrecy, and it is the backdrop for any confidentiality clause.
Restrictions that go beyond confidentiality are governed by ORS 653.295, which limits non-competes to salaried employees above a wage threshold, requires written notice, and caps them at 12 months. Oregon's statute defines a non-compete separately from a covenant not to solicit, so check whether a restriction in your NDA bars soliciting or bars working, because different rules apply.
Note too that the Oregon rule is enforced through the Bureau of Labor and Industries, and complaints about a prohibited nondisclosure agreement have a five-year filing window, longer than many employment claims in the state.
Oregon sources checked 2026-10-09: Oregon Laws 2022, ch. 107 (amending ORS 659A.370) · ORS 659A.370 (Oregon Public Law) · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Oregon 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 Oregon law
- Return/destruction obligation and one-sided injunctive relief
Oregon NDA FAQ
Is an NDA enforceable in Oregon?
Yes, a reasonable confidentiality agreement is generally enforceable in Oregon, 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 Oregon?
NDAs sometimes bundle in non-compete language. In Oregon, non-competes are enforceable only in limited cases, Enforceable only for salaried employees above a wage threshold, with advance written notice, and capped at 12 months. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Oregon?
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 Oregon law.
Can Oregon enforce a non-compete buried in an NDA?
Oregon is one of 13 jurisdictions allowing them only in restricted circumstances. Enforceable only for salaried employees above a wage threshold, with advance written notice, and capped at 12 months. 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 Oregon 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 Oregon's neighbours do not all agree: California (void), Idaho (generally enforceable), Nevada (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.
My Oregon employer offered severance with a confidentiality clause about a harassment complaint. Is that allowed?
Only if you requested that confidentiality. Under ORS 659A.370, a separation or severance agreement may include a nondisclosure or nondisparagement term covering discrimination or sexual assault only at the employee's request. A term the employer imposes on that subject is void, and you can raise it with the Bureau of Labor and Industries.
Can an Oregon NDA stop me discussing unrelated business information?
Yes. ORS 659A.370 protects disclosures about discrimination and sexual assault, not trade secrets or proprietary data. A reasonable clause protecting genuine business confidential information, consistent with ORS 646.461 to 646.475, remains enforceable alongside it, so the rest of a well-drafted Oregon NDA still binds you after the prohibited terms fall away.
Asked to sign an NDA in Oregon?
Upload it and get every clause checked against Oregon 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.
Oregon rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Oregon law when you run your NDA, and you should confirm anything critical with a qualified attorney.