Washington Non-Disclosure Agreement (NDA) Review
Washington has one of the broadest NDA limits in the country. Since June 9, 2022, the Silenced No More Act voids confidentiality and nondisparagement clauses that stop workers discussing conduct they reasonably believe was illegal discrimination, harassment, retaliation, a wage and hour violation or sexual assault. It covers employees and independent contractors alike, and an employer that tries to enforce such a clause faces at least $10,000 in statutory damages.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Washington
Washington 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
Until June 29, 2027, void unless pay exceeds $126,858.83 in 2026 ($317,147.09 for contractors), with written disclosure and a presumption against terms over 18 months. ESHB 1155 voids nearly all non-competes, including existing ones, from June 30, 2027.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Washington also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Washington's non-compete rules above.
What does the Silenced No More Act cover?
RCW 49.44.211 makes void and unenforceable any provision in an agreement between an employer and an employee that prohibits discussing conduct the employee reasonably believed to be illegal discrimination, harassment, retaliation, a wage and hour violation, sexual assault, or conduct against a clear mandate of public policy, or the existence of a settlement involving such conduct. It applies to current, former and prospective employees and to independent contractors.
Trying to enforce such a clause is itself a violation. The employer is liable for actual damages or $10,000, whichever is greater, plus attorney fees. Settlement amounts can still be kept confidential.
How are non-solicits in a Washington NDA treated?
Washington's Uniform Trade Secrets Act, RCW chapter 19.108, governs secrecy itself. Restrictions beyond that fall under RCW 49.62. A confidentiality agreement is excluded from the definition of a non-compete, and so is a nonsolicitation agreement, but since June 6, 2024 a customer nonsolicitation clause qualifies only if it covers current customers. A clause barring you from accepting business from customers, or reaching former customers, is treated as a non-compete and must meet the earnings threshold, a non-compete longer than 18 months is presumed unreasonable, and from June 30, 2027 ESHB 1155 voids nearly all non-competes, including existing ones.
Washington's restrictive covenant statute also lets a worker who wins a challenge recover $5,000 in statutory damages plus fees and costs, so an employer overreaching in an NDA's restrictive terms takes on real financial risk.
Washington sources checked 2026-10-09: RCW 49.44.211 (Washington Legislature) · Ogletree: Washington updates noncompetition and nonsolicitation law (2024) · Speak Out Act, Pub. L. 117-224 (congress.gov). Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Washington 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 Washington law
- Return/destruction obligation and one-sided injunctive relief
Washington NDA FAQ
Is an NDA enforceable in Washington?
Yes, a reasonable confidentiality agreement is generally enforceable in Washington, 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 Washington?
NDAs sometimes bundle in non-compete language. In Washington, non-competes are enforceable only in limited cases, Until June 29, 2027, void unless pay exceeds $126,858.83 in 2026 ($317,147.09 for contractors), with written disclosure and a presumption against terms over 18 months. ESHB 1155 voids nearly all non-competes, including existing ones, from June 30, 2027. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Washington?
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 Washington law.
Can Washington enforce a non-compete buried in an NDA?
Washington is one of 13 jurisdictions allowing them only in restricted circumstances. Until June 29, 2027, void unless pay exceeds $126,858.83 in 2026 ($317,147.09 for contractors), with written disclosure and a presumption against terms over 18 months. ESHB 1155 voids nearly all non-competes, including existing ones, from June 30, 2027. 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 Washington 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 Washington's neighbours do not all agree: Idaho (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.
Does Washington's NDA law protect independent contractors?
Yes. The Silenced No More Act reaches independent contractor agreements as well as employment agreements, so a contractor in Washington cannot be bound by a clause preventing discussion of conduct they reasonably believe was illegal discrimination, harassment, retaliation, wage theft or sexual assault.
Can a Washington NDA stop me working with former clients?
Only if the restriction meets Washington's non-compete rules. Since the 2024 amendments, a customer nonsolicitation agreement must be limited to current customers. A clause that bars accepting business from customers, or that reaches former customers, is treated as a non-compete and is void unless you earn above the annual threshold, and from June 30, 2027 it is void regardless of pay under ESHB 1155.
Asked to sign an NDA in Washington?
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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.
Washington rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Washington law when you run your NDA, and you should confirm anything critical with a qualified attorney.