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Maryland Employee and Severance NDA

Draft a Maryland employee or severance NDA that complies with Labor & Employment 3-715, which voids waivers of future sexual harassment and retaliation claims.

Introduction

A Maryland 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 Maryland, Labor and Employment section 3-715 makes null and void any provision waiving a substantive or procedural right or remedy to a future sexual harassment claim, or to retaliation for reporting one. Its focus is sexual harassment and related retaliation, not discrimination generally, and an employer cannot retaliate against a worker for refusing to sign such a waiver. DocDraft drafts a Maryland 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

    Maryland's rule is Labor and Employment section 3-715. It voids any provision that waives a substantive or procedural right or remedy to a future sexual harassment claim.

  2. 2

    The focus is sexual harassment, not all discrimination. Unlike the broader laws in some states, section 3-715 targets sexual harassment and retaliation for reporting it, not discrimination in general.

  3. 3

    It reaches future claims. The statute voids waivers of rights or remedies for a sexual harassment claim that accrues in the future, so a pre-dispute NDA cannot foreclose one.

  4. 4

    Retaliation is covered too. A waiver of the right or remedy for retaliation tied to reporting or asserting a sexual harassment claim is equally null and void.

  5. 5

    You cannot be punished for refusing. An employer may not retaliate against a worker for declining to sign a waiver that section 3-715 prohibits.

  6. 6

    The employer-size limits are gone. A 2022 amendment removed the earlier size thresholds, so the protection now applies broadly regardless of how many people the employer has.

  7. 7

    Trade secrets remain protectable. The statute limits waivers of sexual harassment rights, not the confidentiality of legitimate business information, which a Maryland NDA can still cover.

Key decisions before you file

Before you file a Employee and Severance NDA in Maryland, 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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MARYLAND 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 Maryland 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 disclosed to or learned by Employee. 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 to any third party without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (MARYLAND, MD. CODE, LAB. & EMPL. 3-715) Nothing in this Agreement waives any substantive or procedural right or remedy Employee has to a claim of sexual harassment that accrues in the future, or to retaliation for reporting or asserting a sexual harassment claim. Any such waiver is null and void as against the public policy of the State of Maryland. Nothing in this Agreement limits Employee from reporting to, filing a charge with, or cooperating with any government agency, including the Maryland Commission on Civil Rights, 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. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment. The Company will not retaliate against Employee for declining to waive any right protected by this section.

  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 This Agreement does not waive Employee's right to file a charge, testify, or participate in an investigation, and does not require Employee to notify the Company before doing so.

  7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue during and after employment 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 Maryland 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]

Maryland Requirements for Employee and Severance NDA

Maryland Labor & Employment Section 3-715

Draft a Maryland employee or severance NDA that complies with Labor & Employment 3-715, which voids waivers of future sexual harassment and retaliation claims.

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, client and pricing data, and internal processes. It differs from a commercial NDA between two businesses because of who signs it and the limits employment law imposes. In Maryland, Labor and Employment section 3-715 means the agreement cannot waive a worker's right or remedy for a future sexual harassment claim or for retaliation tied to reporting one.

It provides that, except as prohibited by federal law, a provision in an employment contract, policy, or agreement that waives any substantive or procedural right or remedy to a claim of sexual harassment that accrues in the future, or to retaliation for reporting or asserting such a claim, is null and void as against the public policy of the State. In short, a Maryland NDA cannot be used to sign away those sexual harassment rights before a claim arises.

Section 3-715 is focused on sexual harassment and on retaliation for reporting or asserting a sexual harassment claim. It does not reach discrimination on other protected bases the way some states' broader laws do. That narrower scope is a key difference for Maryland: the mandatory carve-out is about sexual harassment and its associated retaliation, rather than harassment and discrimination across the board.

It means a Maryland employer cannot use an NDA or other agreement to make a worker give up rights or remedies for a sexual harassment claim that has not yet happened. A pre-dispute waiver of those rights is null and void under section 3-715. The point is to stop a worker from being asked, at hire or during employment, to sign away protection for harassment that could occur later.

No. Section 3-715 bars an employer from taking adverse action against a worker for refusing to enter into an agreement that contains a waiver the statute makes void. So declining to sign an NDA that would waive your future sexual harassment rights is itself protected, and retaliation for that refusal is prohibited under Maryland law.

Yes. Earlier versions of the law included employer-size thresholds, but a 2022 amendment removed them. As a result, section 3-715 now applies broadly to Maryland employers regardless of headcount, so a small employer's NDA is subject to the same limits on waiving future sexual harassment rights as a large one's.

Yes. Section 3-715 restricts waivers of sexual harassment rights and remedies, not the protection of legitimate confidential information. A Maryland employee or severance NDA can still protect trade secrets, client and pricing data, processes, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

Maryland does not mandate one exact sentence, but because section 3-715 voids any provision that waives future sexual harassment rights or remedies, a well-drafted Maryland NDA states plainly that it does not waive those rights and that the worker keeps access to agencies like the Maryland Commission on Civil Rights and the EEOC. DocDraft builds that carve-out into a Maryland employee or severance version by default.