Wyoming Non-Disclosure Agreement (NDA) Review
Wyoming changed course in 2025. For contracts entered into on or after July 1, 2025, Wyo. Stat. 1-23-108 voids most covenants not to compete, with exceptions that include protecting trade secrets. That shifts weight onto confidentiality agreements, since a restriction justified by trade secrets can survive. Wyoming's Uniform Trade Secrets Act also gives employers four years to sue, longer than many states.
Trade-secret law
Uniform Trade Secrets Act
Bundled non-compete
Limited
Confidentiality & trade secrets in Wyoming
Wyoming 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
Under W.S. 1-23-108, non-competes signed on or after July 1, 2025 are void for most workers, but remain possible for executive and management personnel and their professional staff, for trade secret protection, on the sale of a business, and for limited training-cost repayment. Physician non-competes are void; agreements signed earlier follow prior case law.
A confidentiality agreement should protect information, not restrict who you can work for. If an NDA in Wyoming also tries to bar you from competitors or from soliciting contacts, treat that as a separate restrictive covenant and judge it by Wyoming's non-compete rules above.
What does Wyoming's 2025 non-compete law mean for an NDA?
Senate File 107 (Enrolled Act 87) created Wyo. Stat. 1-23-108: any covenant not to compete that restricts a person's right to receive compensation for skilled or unskilled labor is void. Exceptions cover the sale of a business, covenants to the extent they protect trade secrets as defined in W.S. 6-3-501(a)(xi), executive and management personnel and their professional staff, and certain recovery of relocation and training costs on a sliding scale over four years. Physician non-competes are separately void.
Agreements signed before July 1, 2025 are not affected. A Wyoming NDA signed later that contains a non-compete should be read with the trade secret exception in mind.
How long can a Wyoming trade secret claim be brought?
Wyoming's Uniform Trade Secrets Act, Wyo. Stat. 40-24-101 to 40-24-110, sets a four-year limitations period for misappropriation actions (40-24-106), compared with three years under the federal Defend Trade Secrets Act and in many states.
Even before 2025, a 2022 Wyoming Supreme Court decision held that courts should not rewrite an unreasonable non-compete to save it, so broad restrictions have been fragile here for some time.
For pre-July 2025 agreements, Wyoming's older reasonableness rule still applies, with the burden on the employer to prove that the restriction is reasonable in time, place and scope of activity.
Wyoming sources checked 2026-10-09: Wyoming SF0107 (2025), Enrolled Act 87 · Wyoming Statutes Title 40 (ch. 24, Uniform Trade Secrets Act) · Proskauer: Wyoming bans most non-compete agreements. Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Wyoming 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 Wyoming law
- Return/destruction obligation and one-sided injunctive relief
Wyoming NDA FAQ
Is an NDA enforceable in Wyoming?
Yes, a reasonable confidentiality agreement is generally enforceable in Wyoming, 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 Wyoming?
NDAs sometimes bundle in non-compete language. In Wyoming, non-competes are enforceable only in limited cases, Under W.S. 1-23-108, non-competes signed on or after July 1, 2025 are void for most workers, but remain possible for executive and management personnel and their professional staff, for trade secret protection, on the sale of a business, and for limited training-cost repayment. Physician non-competes are void; agreements signed earlier follow prior case law. Read the NDA for any such restriction and push to remove or narrow it.
What makes an NDA fair in Wyoming?
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 Wyoming law.
Can Wyoming enforce a non-compete buried in an NDA?
Wyoming is one of 13 jurisdictions allowing them only in restricted circumstances. Under W.S. 1-23-108, non-competes signed on or after July 1, 2025 are void for most workers, but remain possible for executive and management personnel and their professional staff, for trade secret protection, on the sale of a business, and for limited training-cost repayment. Physician non-competes are void; agreements signed earlier follow prior case law. 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.
Does it matter which state's law the agreement names?
It can, because Wyoming's neighbours do not all agree: Idaho (generally enforceable), Montana (generally enforceable), Nebraska (generally enforceable), South Dakota (generally enforceable), Utah (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.
Can a Wyoming employer use the trade secret exception to keep a broad non-compete?
Only to the extent the covenant actually protects trade secrets as Wyoming law defines them. A restriction that bars all work for competitors, without a real link to specific trade secrets, is unlikely to fit that exception. A clear confidentiality clause usually protects those secrets more directly than a non-compete does.
Does the 2025 Wyoming law affect non-solicitation clauses?
The statute addresses covenants not to compete and does not mention non-solicitation clauses. Commentators expect narrow customer or employee non-solicits to fall outside it, but an aggressive clause that effectively stops you working could be treated as a void non-compete. Read the wording closely.
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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.
Wyoming rules summarized as of October 2026; laws change. This is automated educational information, not legal advice. ClauseAudit verifies current Wyoming law when you run your NDA, and you should confirm anything critical with a qualified attorney.