Vermont Non-Disclosure Agreement (NDA) Review
Vermont responded to the 2017 wave of harassment disclosures with Act 183 of 2018, which changed what employment agreements here may say about sexual harassment. An NDA cannot stop a Vermont employee disclosing harassment or waive their rights over it. Vermont has no statute banning non-competes, so any restriction bundled into an NDA is judged by the courts' reasonableness test, alongside the state's Uniform Trade Secrets Act.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Enforceable if reasonable
Confidentiality & trade secrets in Vermont
Vermont 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; Vermont courts scrutinize restraints but have not banned them. Legislation has been proposed.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Vermont also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Vermont's non-compete rules above.
How did Act 183 change Vermont employment agreements?
Act 183, effective July 1, 2018, amended 21 V.S.A. 495h so that an employment agreement may not prevent an employee from disclosing sexual harassment or waive the employee's rights or remedies for a sexual harassment claim. Settlement agreements must preserve the employee's ability to report to government agencies, take part in investigations and comply with discovery.
If a Vermont NDA's definition of confidential information is broad enough to include workplace misconduct, those terms are unenforceable to that extent.
What about trade secrets and non-solicits in Vermont?
Vermont adopted the Uniform Trade Secrets Act at 9 V.S.A. 4601 to 4609. It protects information that derives value from secrecy and is subject to reasonable efforts to keep it secret.
Restrictive covenants are judged under a reasonableness test. In Summits 7 v. Kelly (2005), the Vermont Supreme Court held that continued employment can be sufficient consideration for a covenant signed during employment, a contrast with neighbors that demand something new. So in Vermont, an NDA with a non-solicit signed mid-job is not automatically weak for lack of consideration.
Vermont law also requires confidentiality clauses in settlements to leave room for agency complaints. Any NDA that claims to bar you from contacting the Vermont Attorney General, the Human Rights Commission or the EEOC overreaches.
Vermont sources checked 2026-10-09: Vermont Act 183 (2018), as enacted · Jackson Lewis: Vermont sexual harassment law changes (2018) · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Vermont 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 Vermont law
- Return/destruction obligation and one-sided injunctive relief
Vermont NDA FAQ
Is an NDA enforceable in Vermont?
Yes, a reasonable confidentiality agreement is generally enforceable in Vermont, 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 Vermont?
NDAs sometimes bundle in non-compete or non-solicitation language, and in Vermont a reasonable non-compete can be enforceable, Enforceable if reasonable; Vermont courts scrutinize restraints but have not banned them. Legislation has been proposed. 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 Vermont?
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 Vermont law.
Can Vermont enforce a non-compete buried in an NDA?
Vermont is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable if reasonable; Vermont courts scrutinize restraints but have not banned them. Legislation has been proposed. 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 Vermont 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 Vermont's neighbours do not all agree: Massachusetts (limited), New Hampshire (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.
Can my Vermont employer make me sign an NDA covering harassment?
Not effectively. Under 21 V.S.A. 495h as amended in 2018, an employment agreement cannot prevent you from disclosing sexual harassment or waive your rights related to a harassment claim. The federal Speak Out Act adds that pre-dispute nondisclosure clauses cannot be enforced in sexual assault or sexual harassment disputes.
Is a Vermont non-solicit signed after I started enforceable?
It can be. Vermont is one of the states where continued employment can be enough consideration for a restriction signed mid-job, as the Vermont Supreme Court held in Summits 7 v. Kelly. The restriction still has to be reasonable in time, geography and scope to be enforced.
Asked to sign an NDA in Vermont?
Upload it and get every clause checked against Vermont 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.
Vermont rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Vermont law when you run your NDA, and you should confirm anything critical with a qualified attorney.