Rhode Island Non-Disclosure Agreement (NDA) Review
Rhode Island's 2020 Noncompetition Agreement Act protects four specific groups from non-competes, which matters because NDAs here often include one. If you are hourly or otherwise non-exempt, a student intern, 18 or younger, or a low-wage employee, a non-compete in your Rhode Island NDA cannot be enforced against you. Confidentiality obligations themselves remain enforceable under the state's Uniform Trade Secrets Act.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Rhode Island
Rhode Island 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
Banned for low-wage workers, students, and some others under a 2020 law. Otherwise must be reasonable.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Rhode Island also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Rhode Island's non-compete rules above.
Who is protected by the Noncompetition Agreement Act?
R.I. Gen. Laws 28-59-3 makes a noncompetition agreement unenforceable against four groups: employees classified as non-exempt under the Fair Labor Standards Act; undergraduate or graduate students in an internship or other short-term employment while enrolled; employees age 18 or younger; and low-wage employees, a term the act ties to a multiple of the federal poverty level.
The act focuses on non-competes. Its definition in 28-59-2 excludes covenants not to solicit or hire employees and covenants not to solicit or transact business with customers, so a non-solicit in your NDA is judged under ordinary reasonableness rules.
What protects the confidentiality clause itself?
Rhode Island's Uniform Trade Secrets Act, R.I. Gen. Laws 6-41-1 and following, protects information that derives value from secrecy and is subject to reasonable secrecy efforts. A contractual NDA can protect that information and some confidential material beyond it, but courts still expect the definition to be reasonable.
For workers in the protected groups, employers sometimes try to recover through an expansive confidentiality definition what they cannot get through a non-compete. A clause that defines confidential information as everything you learn on the job is worth narrowing.
Remember that the Noncompetition Agreement Act protects workers by status, not by contract wording. Calling a restriction something other than a non-compete does not change how it operates if, in substance, it stops you working for a competitor.
Rhode Island sources checked 2026-10-09: R.I. Gen. Laws 28-59-3 · Epstein Becker Green: Rhode Island non-compete statute (2019) · 18 U.S.C. 1833, DTSA whistleblower immunity (Cornell LII) · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Rhode Island 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 Rhode Island law
- Return/destruction obligation and one-sided injunctive relief
Rhode Island NDA FAQ
Is an NDA enforceable in Rhode Island?
Yes, a reasonable confidentiality agreement is generally enforceable in Rhode Island, 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 Rhode Island?
NDAs sometimes bundle in non-compete language. In Rhode Island, non-competes are enforceable only in limited cases, Banned for low-wage workers, students, and some others under a 2020 law. Otherwise must be reasonable. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Rhode Island?
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 Rhode Island law.
Can Rhode Island enforce a non-compete buried in an NDA?
Rhode Island is one of 13 jurisdictions allowing them only in restricted circumstances. Banned for low-wage workers, students, and some others under a 2020 law. Otherwise must be reasonable. 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 Rhode Island 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 Rhode Island's neighbours do not all agree: Connecticut (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.
I am a summer intern in Rhode Island. Can my NDA bar me from working for a competitor?
If you are an undergraduate or graduate student in an internship or short-term job while enrolled, R.I. Gen. Laws 28-59-3 makes a noncompetition agreement unenforceable against you. The confidentiality part of the NDA can still apply to genuine trade secrets and confidential business information.
What federal rules apply to a Rhode Island NDA?
The Defend Trade Secrets Act protects confidential disclosures of trade secrets to officials or attorneys to report suspected legal violations, and employers must give notice of that immunity to recover exemplary damages or fees. The Speak Out Act makes pre-dispute NDAs unenforceable in sexual assault and sexual harassment disputes.
Asked to sign an NDA in Rhode Island?
Upload it and get every clause checked against Rhode Island 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.
Rhode Island rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Rhode Island law when you run your NDA, and you should confirm anything critical with a qualified attorney.