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Illinois Employee and Severance NDA

Draft an Illinois employee or severance NDA that follows the Workplace Transparency Act, which voids a one-sided gag on truthful reports of unlawful conduct.

Introduction

An 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 Illinois, the Workplace Transparency Act (820 ILCS 96/1-25) makes any agreement preventing an employee from making truthful statements about alleged unlawful employment practices void to that extent. Its reach is broad: discrimination, harassment, and retaliation, not just sexual harassment. Settlement confidentiality is allowed only as the employee's documented preference, with consideration and a 21-day review and 7-day revocation period. DocDraft drafts an Illinois-compliant employee or severance NDA from your facts, with that carve-out built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    Illinois's limit comes from the Workplace Transparency Act (820 ILCS 96/1-25). An agreement that prevents an employee from making truthful statements about alleged unlawful employment practices is void to that extent.

  2. 2

    The scope is broad. It reaches discrimination, harassment, and retaliation under employment law generally, not only sexual harassment, so an Illinois NDA cannot gag any unlawful workplace practice.

  3. 3

    It also protects the underlying claim. The Act voids a provision that would make an employee waive, arbitrate, or otherwise diminish an existing or future claim or right tied to an unlawful employment practice.

  4. 4

    A one-sided gag at hire is void. A unilateral confidentiality term imposed as a condition of employment cannot bar truthful disclosure of unlawful conduct in Illinois.

  5. 5

    Settlement confidentiality is allowed only on the worker's terms. It must reflect the employee's documented preference, be supported by consideration, and give 21 days to review and 7 days to revoke.

  6. 6

    The 21-and-7 timeline is built into the law here. Illinois writes the review-and-revocation period into the statute for confidentiality of unlawful-conduct information, separate from the federal age-based review period.

  7. 7

    Trade secrets stay protectable, on the federal floor. Illinois still lets an NDA protect legitimate confidential information, and the Speak Out Act, agency-reporting rights, and the Defend Trade Secrets Act notice apply on top.

Key decisions before you file

Before you file a Employee and Severance NDA in Illinois, 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

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ILLINOIS 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 Illinois 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 (ILLINOIS WORKPLACE TRANSPARENCY ACT, 820 ILCS 96/1-25) Nothing in this Agreement prevents Employee from making truthful statements or disclosures about alleged unlawful employment practices, including discrimination, harassment, or retaliation. Nothing in this Agreement requires Employee to waive, arbitrate, or otherwise diminish any existing or future claim, right, or benefit related to an unlawful employment practice. Any confidentiality of information about unlawful employment practices in a settlement or separation applies only where it reflects Employee's documented preference, is supported by consideration, and gives Employee 21 days to review this Agreement and 7 days to revoke it after signing.

  5. 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.

  6. NO OTHER RESTRICTIONS ON RIGHTS Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment. This Agreement does not waive Employee's right to file a charge with, testify before, or participate in an investigation by the Illinois Department of Human Rights, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, and does not require Employee to notify the Company before doing so.

  7. 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.

  8. GENERAL This Agreement is governed by Illinois 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]

Illinois Requirements for Employee and Severance NDA

Illinois Workplace Transparency Act (820 ILCS 96/1-25)

Draft an Illinois employee or severance NDA that follows the Workplace Transparency Act, which voids a one-sided gag on truthful reports of unlawful conduct.

Frequently Asked Questions

An employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, such as trade secrets, pricing, and internal processes. A severance NDA is the version signed at separation, usually inside a release agreement in exchange for severance pay, and it often also keeps the departure terms confidential. In Illinois, the Workplace Transparency Act limits both when they would gag truthful statements about unlawful employment practices.

Under 820 ILCS 96/1-25, any agreement that prevents an employee from making truthful statements or disclosures about alleged unlawful employment practices is against public policy and void to the extent it does so. The Act also voids a term that would require an employee to waive, arbitrate, or otherwise diminish a claim or right related to an unlawful employment practice. It protects both speech about the conduct and the legal claim itself.

The Act reads unlawful employment practices broadly, covering discrimination, harassment, and retaliation under employment law generally rather than a single category. That makes Illinois broader than states that limit their NDA rules to sexual harassment. A compliant Illinois NDA therefore has to leave open truthful disclosure of any unlawful workplace practice, not just one type.

Only when the confidentiality is genuinely the employee's choice. The Act permits it in a settlement or separation agreement where it reflects the employee's documented preference, is supported by consideration, and gives the employee 21 days to review the agreement and 7 days to revoke after signing. A confidentiality term that fails those conditions, or that is imposed unilaterally, is void.

For confidentiality of unlawful-conduct information in a separation or settlement agreement, Illinois requires that the employee get 21 days to consider the agreement and 7 days to revoke it after signing. This review-and-revocation window is written into the Workplace Transparency Act itself, which is separate from the federal 21-and-7 period that applies to older workers releasing age claims.

Not one that gags truthful disclosure of unlawful employment practices. A unilateral confidentiality term imposed at hire is void to the extent it would prevent an employee from making truthful statements about discrimination, harassment, or retaliation. An employer can still protect legitimate trade secrets, and reviewing the agreement with an attorney before signing is an option DocDraft makes available.

Yes. The Workplace Transparency Act limits gags on truthful disclosure of unlawful conduct, not the protection of legitimate confidential information. An Illinois employee or severance NDA can still protect trade secrets, client and pricing data, and other proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted agreement.