California · Standard edition

California Non-Disclosure Agreement Template

Create a California non-disclosure agreement (NDA) online, mutual or one-way. The Standard NDA covers what is confidential, how it may be used and shared, exclusions, compelled disclosure, protected whistleblower disclosures, term and survival, return of materials, remedies, and California trade secret law.

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California rules built into this template

  • Trade secrets: California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836).
  • Whistleblower immunity: an NDA with an employee or contractor should include the Defend Trade Secrets Act notice (18 U.S.C. § 1833(b)); the Standard NDA includes it.
  • Employees: Employee NDAs must include this wording under Cal. Gov. Code § 12964.5: Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

What the Non-Disclosure Agreement includes

  1. Purpose
  2. Definition of Confidential Information
  3. Obligations of the Receiving Party
  4. Exclusions From Confidential Information
  5. Compelled Disclosure
  6. Protected Disclosures
  7. No License or Obligation
  8. Term and Survival
  9. Return of Materials
  10. Remedies
  11. State and Federal Law
  12. Governing Law
  13. General Provisions

Frequently asked questions

Are NDAs enforceable in California?
Yes, when they protect genuinely confidential information and are reasonable in scope. Trade secrets are also protected by the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.). An NDA cannot stop someone from reporting possible violations of law to the government.
Should I use a mutual or one-way NDA?
Use a mutual NDA when both sides will share confidential information, such as in a partnership discussion. Use a one-way NDA when only one side discloses, such as when sharing a business plan with a contractor or investor.
What is the difference between the Standard and Professional Non-Disclosure Agreement?
The Standard edition is a complete, state-aware Non-Disclosure Agreement for common situations. The Professional edition adds longer clause coverage, schedules, and optional modules for more complex matters. You can preview either edition free before you pay.

Non-Disclosure Agreement templates for other states

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Start your California Non-Disclosure Agreement