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

Georgia-Specific Legal Notes

Georgia Trade Secrets Act (GTSA). O.C.G.A. § 10-1-760 et seq. is Georgia’s primary trade secret statute, providing injunctive relief, actual damages, exemplary damages, and attorney’s fees for willful misappropriation. The GTSA is similar to the UTSA but has Georgia-specific features.
2011 TRIPS Act reform. Georgia’s Restrictive Covenants Act (O.C.G.A. § 13-8-50, effective May 2011) significantly changed how courts interpret restrictive covenants — including NDAs. Previously, Georgia courts were notoriously strict in rejecting any overbroad clause in its entirety. After 2011, courts can now modify (blue pencil) overbroad terms to make them reasonable.
Blue pencil now available. Post-2011, Georgia courts can reform overbroad NDA and non-compete clauses rather than voiding them. This is a significant change from pre-2011 Georgia law where one overbroad term could void the entire agreement.
Non-competes are enforceable. Georgia now enforces non-compete agreements (post-2011) when they are reasonable in duration (typically 2 years), geographic scope, and activity restrictions. Combined NDA + non-compete agreements face scrutiny under both the GTSA and the Restrictive Covenants Act.
Legitimate business interest required. Georgia courts require that restrictive covenants protect a legitimate business interest, including trade secrets, confidential information, substantial customer relationships, and specialized employee skills developed at company expense.
DTSA applies. The federal Defend Trade Secrets Act applies in Georgia. Include the mandatory DTSA immunity notice in any NDA executed after May 11, 2016.

Mutual Georgia 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 (Georgia — Governed by the Georgia Trade Secrets Act and Georgia Restrictive Covenants Act and applicable federal law) 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 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; (c) is rightfully obtained from a third party without restriction; (d) is independently developed without use of Confidential Information; or (e) is required to be disclosed by law or court order, provided prior written notice is given where permitted. 3. OBLIGATIONS OF RECEIVING PARTY Each Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same care it uses for its own confidential information (but no less than reasonable care); (b) not disclose it to any third party without prior written consent; (c) use it solely for the Purpose; and (d) limit access to those with a need to know who are bound by equivalent confidentiality obligations. 4. TRADE SECRET PROTECTIONS This Agreement is supplemented by the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.) and the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.). The Parties also acknowledge that the federal Defend Trade Secrets Act (18 U.S.C. § 1836) may apply. DTSA NOTICE: Federal law provides immunity from liability for disclosure of a trade secret made in confidence to a government official or attorney for reporting a suspected law violation. See 18 U.S.C. § 1833(b). 5. 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 initial disclosure. Trade secret obligations survive as long as the information retains trade secret status under applicable law. 6. RETURN OR DESTRUCTION OF MATERIALS Upon request, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and derivatives, and certify such destruction in writing. 7. NO LICENSE OR ASSIGNMENT Nothing in this Agreement grants any license, rights, or ownership interest in either Party's Confidential Information or intellectual property. 8. REMEDIES The Parties acknowledge that breach may cause irreparable harm not adequately compensated by money damages. The Disclosing Party is entitled to seek injunctive or equitable relief without the requirement of posting bond, in addition to all other available remedies. 9. GOVERNING LAW AND JURISDICTION This Agreement is governed by the laws of the State of Georgia, without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction of state and federal courts located in Fulton County, Georgia. 10. ENTIRE AGREEMENT; AMENDMENT This Agreement constitutes the entire agreement between the Parties concerning confidentiality and supersedes all prior discussions on this subject. Amendments must be in writing signed by both Parties. 11. COUNTERPARTS; ELECTRONIC SIGNATURE This Agreement may be executed in counterparts. Electronic signatures are 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 Georgia NDA Template

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

One-Way NDA

ONE-WAY NON-DISCLOSURE AGREEMENT (Georgia — Governed by the Georgia Trade Secrets Act and Georgia Restrictive Covenants Act and applicable federal law) 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 share certain confidential and proprietary information with Receiving Party for the purpose of [DESCRIBE PURPOSE, e.g., "evaluating a potential business engagement"] (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., financial projections, client lists, technical specifications, pricing, business strategies, and proprietary processes]. Exclusions apply for information that is publicly known, previously known to Receiving Party, independently developed, obtained lawfully from a third party, or required to be disclosed by law. 3. RECEIVING PARTY OBLIGATIONS Receiving Party shall: (a) keep all Confidential Information strictly confidential; (b) not disclose it to any third party without prior written consent; (c) use it solely for the Purpose; (d) apply at least reasonable care to protect it; and (e) promptly notify Disclosing Party of any known or suspected unauthorized disclosure. 4. TRADE SECRET PROTECTIONS This Agreement supplements the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.) and the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836). DTSA IMMUNITY NOTICE: An individual shall not be held criminally or civilly liable for disclosure of a trade secret in confidence to a government official or attorney for reporting a suspected law violation. See 18 U.S.C. § 1833(b). 5. TERM AND SURVIVAL This Agreement is effective for [TERM, e.g., TWO (2) YEARS]. Confidentiality obligations survive termination for [SURVIVAL, e.g., THREE (3) YEARS] from date of disclosure. Trade secret protections survive indefinitely. 6. RETURN OF MATERIALS Upon written request, Receiving Party shall promptly return or certifiably destroy all Confidential Information and any copies, derivatives, or summaries thereof. 7. INJUNCTIVE RELIEF Receiving Party acknowledges that breach may cause irreparable harm, and that Disclosing Party is entitled to seek injunctive or equitable relief in addition to other remedies. 8. GOVERNING LAW This Agreement is governed by Georgia law. Disputes shall be resolved in the courts of Fulton County, Georgia. 9. ENTIRE AGREEMENT This is the complete agreement between the Parties regarding confidentiality of the disclosed information. DISCLOSING PARTY: [FULL LEGAL NAME] Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________ RECEIVING PARTY: [FULL LEGAL NAME] Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________

Georgia NDA — Frequently Asked Questions

Key questions about NDA enforceability, duration, and Georgia trade secret law.

Is an NDA enforceable in Georgia?

Yes. NDAs are enforceable in Georgia when they protect legitimate confidential information and are reasonable in scope. The Georgia Trade Secrets Act (O.C.G.A. § 10-1-760) provides statutory protection for trade secrets, and the 2011 Restrictive Covenants Act (O.C.G.A. § 13-8-50) allows courts to modify rather than void overbroad terms. Post-2011, Georgia NDA enforcement is significantly more predictable than it was under the old strict construction rules.

What did Georgia’s 2011 TRIPS Act change for NDAs?

Before 2011, Georgia courts applied a strict rule: if any clause in a restrictive covenant was overbroad, the entire agreement could be struck down. The 2011 Restrictive Covenants Act (TRIPS Act amendment) changed this by: (1) allowing courts to blue pencil or reform overbroad terms, (2) creating presumptions of reasonableness for certain duration terms, and (3) making non-compete enforcement more predictable. NDAs signed after May 11, 2011 benefit from these reformed rules.

How long does an NDA last in Georgia?

Georgia courts typically enforce NDA terms of 2–5 years for standard confidential business information. Trade secrets can be protected indefinitely while they retain their secret status. Under the post-2011 framework, courts may reform excessive duration terms to a reasonable period rather than voiding the NDA. The 2-year benchmark used for non-competes also provides a general reference point for confidentiality term reasonableness.

Can a Georgia NDA include a non-compete?

Yes. Georgia enforces non-compete agreements post-2011 when they protect a legitimate business interest and are reasonable in duration (typically 2 years), geographic scope, and activity restrictions. Non-competes must be in writing and signed by the restricted party. Including a non-compete in an NDA subjects the combined agreement to the Restrictive Covenants Act’s requirements, but the NDA confidentiality provisions can survive independently even if the non-compete is modified.

What makes a Georgia NDA unenforceable?

A Georgia NDA may be unenforceable if: (1) it lacks adequate consideration, (2) the Confidential Information definition covers public knowledge or general skills, (3) it attempts to restrict whistleblower activity protected by federal or state law, (4) it was procured by fraud or duress, or (5) for NDAs signed before May 2011, any overbroad clause that was not severable could void the entire agreement under old Georgia law. Post-2011 NDAs benefit from the court’s ability to reform rather than void overbroad terms.