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

Pennsylvania-Specific Legal Notes

PA UTSA governs trade secrets. Pennsylvania’s Uniform Trade Secrets Act (12 Pa. C.S. § 5301 et seq.) provides statutory protection for trade secrets. It preempts conflicting common law claims and allows for injunctive relief, actual damages, and attorney’s fees for willful misappropriation.
Courts scrutinize broad NDAs. Pennsylvania courts are notably rigorous in reviewing confidentiality agreements. They require that protected information be specifically identifiable as confidential — overbroad NDAs covering generic business information or skills face significant risk of partial or full non-enforcement.
Non-competes are permitted but scrutinized. Pennsylvania allows non-competes but requires they be supported by adequate consideration (typically a new job or significant benefit beyond continued employment) and be reasonable in scope and duration.
Preliminary injunctions are available. Pennsylvania courts can issue preliminary injunctions to prevent NDA breaches, but the requesting party must show: (1) likelihood of success, (2) irreparable harm, (3) greater harm from denying the injunction, and (4) that the public interest is not harmed.
DTSA applies. The federal Defend Trade Secrets Act (18 U.S.C. § 1836) applies in Pennsylvania. Include the mandatory DTSA immunity notice in any NDA signed after May 11, 2016.
Choice of law matters. Pennsylvania courts will apply PA law even if the contract specifies another state’s law, if the other state’s law would violate fundamental Pennsylvania public policy.

Mutual Pennsylvania 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 (Pennsylvania — Governed by the Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301) 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 Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301 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 Pennsylvania, without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction of state and federal courts located in [COUNTY], Pennsylvania, Pennsylvania. 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 Pennsylvania 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 (Pennsylvania — Governed by the Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301) 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 Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301 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 Pennsylvania law. Disputes shall be resolved in the courts of [COUNTY], Pennsylvania, Pennsylvania. 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: ____________________________

Pennsylvania NDA — Frequently Asked Questions

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

Is an NDA enforceable in Pennsylvania?

Yes. NDAs are enforceable in Pennsylvania when they protect legitimately confidential information and are reasonable in scope. The Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301 et seq.) provides statutory protection for trade secrets. However, Pennsylvania courts scrutinize NDAs carefully and are more likely than courts in many other states to reject overbroad confidentiality definitions or unreasonably long terms.

How do Pennsylvania courts view broad NDA definitions?

Pennsylvania courts are skeptical of NDAs with sweeping Confidential Information definitions that cover any or all information disclosed in connection with an engagement. Courts require that protected information be specifically identifiable as genuinely confidential — not general knowledge, public information, or skills that the Receiving Party brought to the engagement. The more specific your definition of protected categories, the more likely a Pennsylvania court will enforce it.

How long does an NDA last in Pennsylvania?

Pennsylvania courts typically enforce NDA terms of 2–5 years for general confidential business information. Trade secrets receive indefinite protection as long as they retain their secret status. Courts scrutinize perpetual confidentiality terms applied to non-secret information. For freelancers and contractors, 2–3 years is the standard enforceable range. Courts may reform — but not enforce — unreasonably long terms.

Does the PA UTSA preempt my breach-of-contract NDA claim?

The Pennsylvania UTSA preempts conflicting tort-based claims for trade secret misappropriation. However, it does not preempt contractual claims under your NDA. You can pursue a breach-of-contract claim under the NDA and a UTSA claim simultaneously — the UTSA provides additional statutory remedies (like exemplary damages and attorney’s fees for willful misappropriation) on top of your contractual remedies.

What makes a Pennsylvania NDA unenforceable?

A Pennsylvania NDA may be unenforceable if: (1) the Confidential Information definition is overbroad and covers public or general knowledge, (2) there is insufficient consideration, (3) it was signed under duress or without a reasonable opportunity to review, (4) it conflicts with whistleblower protection statutes, or (5) it effectively functions as a non-compete without meeting PA’s requirements for such clauses. PA courts are particularly likely to challenge NDAs presented to employees without new consideration.