DocDraft Logo

California Employee and Severance NDA

Draft a California employee or severance NDA that complies with the Silenced No More Act, with the state-required carve-out for unlawful workplace conduct.

Introduction

A California employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a release agreement, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In California, the Silenced No More Act (SB 331, Government Code section 12964.5) makes it unlawful to require a worker to sign a non-disclosure or non-disparagement clause denying the right to disclose any conduct they reasonably believe is unlawful, not just sexual harassment, and it requires specific carve-out language stating what the worker may still discuss. DocDraft drafts a California-compliant employee or severance NDA from your facts, with the required carve-out language built in, and attorney review is available before anyone signs.

0/5000

Key Things to Know

  1. 1

    California's Silenced No More Act (SB 331) is broad. An employee NDA or non-disparagement clause cannot deny a worker the right to disclose any conduct they reasonably believe is unlawful, not just sexual harassment.

  2. 2

    California requires specific carve-out language. A non-disparagement or similar clause tied to a raise, employment, or separation must include a set sentence confirming the worker may still discuss unlawful workplace acts.

  3. 3

    Settlement confidentiality is separately limited. Code of Civil Procedure section 1001 voids a settlement provision that conceals sexual assault, sexual harassment, or workplace harassment, discrimination, or retaliation.

  4. 4

    The employee can still choose confidentiality of their own identity. In a settlement, the worker may request that their identity and facts that could reveal it stay confidential. That choice belongs to the employee, not the employer.

  5. 5

    Trade secrets remain fully protectable. California law still lets an NDA protect legitimate trade secrets and confidential business information, so a well-drafted agreement keeps that scope and drops only the unlawful restrictions.

  6. 6

    Do not bundle a non-compete. California voids employee non-compete agreements under Business and Professions Code section 16600, and 2024 amendments make even signing one an unlawful practice, so competition restrictions do not belong in a California NDA.

  7. 7

    A defective clause does not sink the whole agreement. An NDA provision that violates SB 331 is unenforceable, but the rest of a properly drafted California NDA still stands.

Key decisions before you file

Before you file a Employee and Severance NDA in California, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.

Open the Employee and Severance NDA guide

Customize your Employee and Severance NDA Template with DocDraft

CALIFORNIA EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by California law.

  1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

  2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

  3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (CALIFORNIA SILENCED NO MORE ACT) Consistent with California Government Code section 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. Nothing in this Agreement limits Employee from reporting to, filing a charge with, or cooperating with any government agency, including the California Civil Rights Department, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, or from exercising any right that cannot lawfully be waived.

  5. SETTLEMENT AND SEPARATION (CODE OF CIVIL PROCEDURE SECTION 1001) If this Agreement is part of a settlement or separation, it does not and cannot prohibit Employee from disclosing factual information about sexual assault, sexual harassment, or workplace harassment, discrimination, or retaliation. Employee may request that Employee's own identity and any facts that could reveal it remain confidential.

  6. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

  7. NO NON-COMPETE This Agreement does not restrict Employee from working for a competitor or in Employee's profession after employment ends. Employee non-compete agreements are void in California under Business and Professions Code section 16600.

  8. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

  9. GENERAL This Agreement is governed by California law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]

California Requirements for Employee and Severance NDA

California Silenced No More Act (SB 331)

Draft a California employee or severance NDA that complies with the Silenced No More Act, with the state-required carve-out for unlawful workplace conduct.

Frequently Asked Questions

Yes, if the NDA or a non-disparagement clause is tied to employment. Government Code section 12964.5 makes it an unlawful employment practice to require a worker, in exchange for a raise or bonus or as a condition of employment or separation, to sign a provision that denies them the right to disclose unlawful acts in the workplace. It covers any conduct the employee reasonably believes is unlawful, so it reaches well beyond sexual harassment.

For a non-disparagement or similar clause that restricts a worker's speech, California requires a sentence to the effect of: 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. The clause is not compliant without that carve-out, so DocDraft includes it by default in a California agreement.

No, not on the employer's terms. Under Code of Civil Procedure section 1001, a settlement or separation agreement cannot prohibit disclosure of factual information about sexual assault, sexual harassment, or workplace harassment, discrimination, or retaliation. The one exception is that the employee can request that their own identity and identifying facts stay confidential. That is the worker's choice to make, not a condition the employer can impose.

No. California voids employee non-compete agreements under Business and Professions Code section 16600, and 2024 legislation (AB 1076 and SB 699) makes it an unlawful practice even to require an employee to sign one, with a notice obligation for past agreements. A California NDA should protect confidential information and trade secrets only, and leave competition restrictions out entirely.

An employee NDA is usually signed at hire to protect the company's confidential information. A severance NDA is signed at separation, generally inside a release agreement, in exchange for severance pay, and it often also keeps the departure terms private. In California both are governed by the Silenced No More Act, and the severance version is additionally limited by Code of Civil Procedure section 1001 on what a settlement can conceal.

They can ask, but they cannot condition the bonus or severance on giving up your right to disclose unlawful workplace conduct. Government Code section 12964.5 specifically targets provisions demanded in exchange for a raise or bonus or as a condition of employment or separation. A compliant California agreement can protect trade secrets while leaving those disclosure rights intact, and reviewing it with an attorney before signing is an option DocDraft makes available.

Yes. The Silenced No More Act limits restrictions on disclosing unlawful conduct, not the protection of legitimate confidential information. A California employee or severance NDA can still protect trade secrets, client and pricing data, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

Not entirely. A specific provision that denies a worker the right to disclose unlawful workplace acts is unenforceable, and requiring it is an unlawful employment practice that can expose the employer to liability. The rest of a properly drafted California NDA, including its trade-secret protections, generally remains in effect. The safer path is to draft it compliant from the start with the required carve-out.