What is Required in a California Non-Disclosure Agreement?

Written by JGPC Business Law on February 1, 2017. Updated July 2026.

A well-drafted non-disclosure agreement (NDA) helps California businesses protect confidential information, trade secrets, and other proprietary assets from unauthorized disclosure. An effective NDA should clearly define protected information, establish appropriate confidentiality obligations, and specify the legal remedies available if the agreement is violated.

Key Takeaways

• NDAs help protect confidential business information and trade secrets.
• Every NDA should clearly define what information is considered confidential.
• Confidentiality obligations should be tailored to the nature of the information being protected.
• Properly drafted NDAs establish legal remedies if confidential information is improperly disclosed.
• Generic online NDA templates often fail to address a business’s specific risks and needs.
• Working with an experienced business attorney can help ensure an NDA is enforceable and appropriately customized.

When your business hires a new employee, the last thing you as a business owner want is for your new employee to learn your company’s trade secrets and other confidential information and then leave to work for your competitor. Without a nondisclosure agreement (NDA), your new employee can be an attractive target for the recruiting efforts of your competitors who are eager to learn confidential information about your business. Generic NDAs are almost always of little use to business owners – even if these agreements are found to be enforceable by a court (and expensively too), an NDA not tailored to your business cannot provide the maximum benefit of these agreements.

What to Include in Your Non-Disclosure Agreement 

Before placing a NDA in front of your new employee and expecting that it will protect your business, be sure your NDA includes the following terms and conditions:

• Definition of “confidential information”: Although it may seem obvious, a NDA that does not describe your “confidential information” and trade secrets will do little to protect your business. While the agreement need not specifically list the pieces of confidential information that the employee should not share, it should describe the term “confidential information” in sufficient detail so that the new employee is given adequate notice as to the nature of information he or she must not share with others. 
• A specific term in which the NDA is effective: If your business’s secrets include information that will always be considered confidential (like the secret formula for a beverage or a search algorithm), your NDA may need to specify that the employee is forbidden from disclosing the information indefinitely and the policies and procedures the employee is required to follow to prevent unauthorized disclosure. Conversely, if the confidential information will be released to the general public at some point in the near future, your NDA may only need to last for a few years.
• Remedies or other enforcement mechanisms: Despite your new employee’s statements to the contrary, there is a chance that he or she will violate the terms of your NDA. For such events, your NDA needs to specify what relief or compensation you will be entitled to recover should a breach occur. The remedies available for a breach of an NDA may include monetary damages to compensate your business for the harm it suffers as a result of the leak of confidential information as well as fees such as attorney’s fees and court costs incurred in bringing an action to enforce the NDA.

When to Contact a California Business Law Firm 

JGPC Law assists business owners in drafting and executing enforceable NDAs that protect your business’s assets and intellectual property in Fremont, Walnut Creek Hayward, Tracy, Livermore, San Ramon, Manteca, San Leandro, Oakland, and the Pleasanton area. Our experienced legal team will consult with you to learn your business’s needs and then craft a customized NDA specifically tailored to meet those needs. Contact JGPC Law today at (925) 463-9600, or contact our firm online for prompt legal assistance and counsel.

Frequently Asked Questions

What is a non-disclosure agreement (NDA)?

An NDA is a legal contract that requires one or more parties to keep certain confidential information private and prohibits unauthorized disclosure or use of that information.

What types of information can an NDA protect?

An NDA may protect trade secrets, customer lists, pricing information, marketing strategies, proprietary software, manufacturing processes, business plans, financial information, and other confidential business materials.

Do all employees need to sign an NDA?

Not necessarily. Businesses often require employees, contractors, consultants, vendors, or other individuals who will have access to confidential information to sign an NDA based on their role and responsibilities.

How long should an NDA remain in effect?

The appropriate duration depends on the nature of the confidential information. Some confidentiality obligations may last only a few years, while trade secret protections may continue for as long as the information remains legally protected.

Are generic online NDA templates sufficient?

In many cases, no. Generic forms may fail to address a company’s unique business operations, confidential information, or industry-specific risks. A customized agreement often provides more effective legal protection.

What happens if someone violates an NDA?

Depending on the agreement and the circumstances, the business may seek remedies such as injunctive relief to stop further disclosure, monetary damages, recovery of attorney’s fees when authorized, or other legal remedies available under applicable law.

How can a business attorney help with NDAs?

A business attorney can draft customized confidentiality agreements, identify information that should be protected, ensure the agreement complies with California law, and help enforce the NDA if a breach occurs.