Pennsylvania Non-Disclosure Agreement Template

Pennsylvania rules built into this template

• Trade secrets: Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. § 5301 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.

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 Pennsylvania?

Yes, when they protect genuinely confidential information and are reasonable in scope. Trade secrets are also protected by the Pennsylvania Uniform Trade Secrets Act (12 Pa.C.S. § 5301 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

• California
• Texas
• Florida
• New York
• Illinois
• Ohio
• Georgia
• North Carolina
• Michigan
• All states and countries