How long does a California NDA last?

California courts typically enforce NDA terms of 2–5 years for general business confidential information. True trade secrets can be protected indefinitely as long as they retain trade secret status. Indefinite confidentiality clauses covering non-secret business information are risky and may not be enforced by California courts. The standard market practice is 2–3 years for freelancers and consultants.

What is the California UTSA and how does it affect my NDA?

The California Uniform Trade Secrets Act (Cal. Civ. Code § 3426) defines trade secrets and provides statutory remedies including injunctions, damages, and attorney's fees for willful misappropriation. It also preempts most common law trade secret claims. Your NDA works alongside UTSA — the NDA creates a contractual obligation; UTSA provides additional statutory remedies if someone steals your trade secrets even without an NDA.

Can a California NDA prevent me from using general skills I learned on a project?

No. California courts strongly protect the right to use general skills and knowledge gained through employment or consulting work. NDAs cannot restrict you from using skills, general industry knowledge, or publicly available information. Only specific, identifiable trade secrets and confidential information shared during the engagement can be protected. Any NDA clause that attempts to restrict general skill use would likely be unenforceable in California.

California NDA Template — Free Non-Disclosure Agreement (2026)

Q: Is an NDA enforceable in California?

Yes. NDAs are enforceable in California as long as they protect legitimate confidential information and do not attempt to restrict lawful conduct. California has two trade secret laws — the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and the federal Defend Trade Secrets Act (DTSA) — both of which support NDA enforcement for genuine trade secrets.

Q: Can a California NDA include a non-compete clause?

No. California Business and Professions Code § 16600 voids virtually all non-compete agreements. A California NDA cannot include an enforceable non-compete clause. If a contract you received contains a non-compete and is governed by California law, that clause is unenforceable — but the NDA confidentiality terms remain valid. Note: AB 1076 (2024) further strengthened this rule and requires employers to notify current and former employees of void non-competes.

California-Specific Legal Notes

Non-competes are void. Cal. Bus. & Prof. Code § 16600 renders non-compete clauses unenforceable. Do not include non-competes in California NDAs — they will not hold up in court.
Dual trade secret protection. California has its own Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) AND the federal DTSA applies. Both can support NDA enforcement simultaneously.
Stricter definitional requirements. California courts are more likely to scrutinize overbroad "Confidential Information" definitions. Define your protected categories specifically.
General skills are unprotectable. Under California law, NDAs cannot prevent use of general skills or knowledge. Only specific, identifiable trade secrets qualify.
AB 1076 (2024): Employers must notify current and former employees of any void non-compete provisions in their agreements.
Whistleblower immunity: Federal and state whistleblower protections limit NDA enforcement — disclosures to attorneys or government agencies remain protected.

Mutual California NDA Template

Both parties share and receive confidential information. Recommended for business partnerships, joint ventures, and negotiations where both sides have something to protect.

Mutual NDA

MUTUAL NON-DISCLOSURE AGREEMENT (California — Governed by Cal. Civ. Code § 3426 et seq. and the Defend Trade Secrets Act) This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between: [PARTY A FULL LEGAL NAME], a [individual/entity type] with its principal place of business at [ADDRESS] ("Party A"); and [PARTY B FULL LEGAL NAME], a [individual/entity type] with its principal place of business at [ADDRESS] ("Party B"). Party A and Party B are each referred to as a "Party" and collectively as the "Parties." 1. PURPOSE The Parties wish to explore a potential business relationship or engagement (the "Purpose") and, in connection therewith, may disclose to each other certain confidential and proprietary information. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: trade secrets, business plans, financial data, technical data, software, customer lists, pricing information, marketing strategies, and proprietary processes. Confidential Information does NOT include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction; (d) is independently developed by the Receiving Party without use of Confidential Information; or (e) is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives prior written notice to the Disclosing Party where permitted by law. 3. OBLIGATIONS OF RECEIVING PARTY Each Receiving Party agrees to: (a) Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) Use Confidential Information solely for the Purpose and for no other purpose; (d) Limit access to Confidential Information to those employees, contractors, or advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. 4. CALIFORNIA TRADE SECRET PROTECTIONS The Parties acknowledge that this Agreement is intended to supplement, and not supplant, the protections provided by the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.). Nothing in this Agreement limits either Party's rights or remedies under those statutes. DTSA NOTICE: Federal law provides immunity from civil and criminal liability for disclosure of a trade secret made in confidence to a government official or an attorney for the purpose of reporting a suspected law violation. See 18 U.S.C. § 1833(b). 5. NO NON-COMPETE This Agreement does not restrict either Party from engaging in competitive business activities. Any attempt to restrict competition is void under California Business and Professions Code § 16600. The confidentiality obligations herein apply solely to specifically identified Confidential Information and do not restrict either Party's right to engage in any lawful business, employment, or profession. 6. TERM This Agreement commences on the date first written above and continues for a period of [TERM, e.g., TWO (2) YEARS]. The confidentiality obligations shall survive the termination of this Agreement for a period of [SURVIVAL PERIOD, e.g., THREE (3) YEARS] from the date of initial disclosure of the relevant Confidential Information. Obligations regarding trade secrets shall continue for as long as the information qualifies as a trade secret under applicable law. 7. RETURN OR DESTRUCTION OF MATERIALS Upon request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify such return or destruction in writing upon request. 8. NO LICENSE Nothing in this Agreement grants either Party any rights, licenses, or ownership interest in the other Party's Confidential Information or intellectual property. 9. REMEDIES The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other available remedies, without the requirement of posting bond. 10. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], California for any disputes arising out of or relating to this Agreement. 11. ENTIRE AGREEMENT; AMENDMENT This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. Amendments must be in writing and signed by both Parties. 12. COUNTERPARTS; ELECTRONIC SIGNATURE This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. [PARTY A FULL LEGAL NAME] Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________ [PARTY B FULL LEGAL NAME] Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________

One-Way California NDA Template

Only one party discloses confidential information. Common when a company shares proprietary information with a contractor, vendor, or prospective employee. The disclosing party retains all protections.

One-Way NDA

ONE-WAY NON-DISCLOSURE AGREEMENT (California — Governed by Cal. Civ. Code § 3426 et seq. and the Defend Trade Secrets Act) This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between: [DISCLOSING PARTY FULL LEGAL NAME], a [individual/entity type] with its principal place of business at [ADDRESS] ("Disclosing Party"); and [RECEIVING PARTY FULL LEGAL NAME], a [individual/entity type] with its principal place of business at [ADDRESS] ("Receiving Party"). 1. PURPOSE Disclosing Party intends to disclose certain confidential and proprietary information to Receiving Party for the purpose of [DESCRIBE PURPOSE, e.g., "evaluating a potential consulting engagement" or "providing software development services"] (the "Purpose"). 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by Disclosing Party to Receiving Party in connection with the Purpose, including but not limited to: [LIST SPECIFIC CATEGORIES, e.g., source code, customer data, financial projections, product roadmaps, pricing structures, and business strategies]. Confidential Information excludes information that: (a) is or becomes publicly known without breach of this Agreement; (b) was already known to Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; (d) is independently developed without use of Confidential Information; or (e) must be disclosed by applicable law or court order, with prior notice to Disclosing Party where permitted. 3. RECEIVING PARTY OBLIGATIONS Receiving Party shall: (a) keep Confidential Information strictly confidential; (b) not disclose it to any third party without prior written consent; (c) use it solely for the Purpose; (d) protect it with at least reasonable care; and (e) promptly notify Disclosing Party of any unauthorized disclosure. 4. CALIFORNIA TRADE SECRET PROTECTIONS This Agreement supplements the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.). DTSA IMMUNITY NOTICE: An individual shall not be held criminally or civilly liable for disclosure of a trade secret made in confidence to a government official or attorney solely for reporting a suspected law violation. See 18 U.S.C. § 1833(b). 5. NO NON-COMPETE This Agreement contains no non-compete restriction. Any such restriction would be void under California Business and Professions Code § 16600. Receiving Party retains the right to work with any employer or client in any industry. 6. TERM AND SURVIVAL This Agreement is effective for [TERM, e.g., TWO (2) YEARS] from the date first written above. Confidentiality obligations survive termination for [SURVIVAL, e.g., THREE (3) YEARS] from date of disclosure. Trade secret obligations survive indefinitely. 7. RETURN OF MATERIALS Upon Disclosing Party's written request, Receiving Party shall promptly return or certifiably destroy all Confidential Information and derivatives thereof. 8. INJUNCTIVE RELIEF Receiving Party acknowledges that breach may cause irreparable harm not adequately compensated by money damages, and that Disclosing Party is entitled to seek injunctive relief without the requirement of posting bond. 9. GOVERNING LAW This Agreement is governed by California law. Disputes shall be resolved in the state or federal courts located in [COUNTY], California. 10. ENTIRE AGREEMENT This is the entire agreement regarding confidentiality between the Parties and supersedes all prior agreements on this subject. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. DISCLOSING PARTY: [FULL LEGAL NAME] Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________ RECEIVING PARTY: [FULL LEGAL NAME] Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________

California NDA — Frequently Asked Questions

Key questions about NDA enforceability and California trade secret law.

Is an NDA enforceable in California?

Yes. NDAs are enforceable in California for protecting genuine confidential information and trade secrets. California courts enforce NDAs under both the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426) and the federal Defend Trade Secrets Act. The key requirement is that the protected information must actually be confidential — courts will not enforce NDAs that attempt to cover publicly available information or general skills.

Can a California NDA include a non-compete clause?

No. California Business and Professions Code § 16600 renders virtually all non-compete agreements void and unenforceable. This applies to any contract governed by California law, even if the employer is based outside California. If your NDA contains a non-compete clause and is governed by California law, that clause is void — but the rest of the NDA's confidentiality provisions remain valid and enforceable.

How long does an NDA last in California?

California NDAs typically run for 2–5 years for standard business confidential information. True trade secrets — formulas, customer lists, proprietary processes — can be protected indefinitely as long as they retain their trade secret status. Courts tend to scrutinize indefinite or perpetual NDA terms applied to general business information. The standard for freelancers and consultants is a 2–3 year confidentiality term with a separate indefinite trade secret carve-out.

What is the DTSA and does it apply to my California NDA?

The Defend Trade Secrets Act (DTSA) is a federal law (18 U.S.C. § 1836) that provides a federal cause of action for trade secret misappropriation. It applies nationwide, including in California, regardless of state law. If your NDA covers trade secrets used in interstate commerce, both the DTSA and the California UTSA apply simultaneously. The DTSA also requires that any NDA signed after May 11, 2016 include an immunity notice informing the other party of federal whistleblower protections.

What makes a California NDA invalid?

A California NDA can be invalidated if it: (1) lacks consideration (nothing was given in exchange for signing), (2) has an overbroad scope that covers public or general information, (3) includes an unenforceable non-compete, (4) attempts to restrict whistleblower or government reporting activity, or (5) was signed under duress. California courts also disfavor NDAs that are so vague in their definition of "Confidential Information" that a reasonable person cannot determine what is actually protected.