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Rhode Island Employee and Severance NDA

Draft a Rhode Island employee or severance NDA. Under R.I. Gen. Laws 28-5-7, an NDA required as a condition of employment cannot conceal 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 Rhode Island, R.I. Gen. Laws Section 28-5-7(1)(vi) makes it an unlawful practice to require, as a condition of employment, an NDA keeping alleged civil-rights violations confidential, or a non-disparagement clause about civil-rights violations or unlawful conduct; any such provision is void. The reach is broad, beyond sexual harassment, and it centers on the onboarding agreement rather than a settlement. DocDraft drafts a Rhode Island employee or severance NDA from your facts, with the protected-disclosure carve-outs built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    An employee NDA protects the company's trade secrets and confidential business information. A severance NDA is the same promise signed at separation, usually as part of a release in exchange for severance pay.

  2. 2

    Rhode Island's limit targets the hiring stage. Under R.I. Gen. Laws Section 28-5-7(1)(vi), an employer cannot require, as a condition of employment, an NDA that keeps alleged civil-rights violations confidential.

  3. 3

    The Rhode Island rule is broad. It reaches non-disparagement agreements concerning alleged civil-rights violations or alleged unlawful conduct in general, not just sexual harassment.

  4. 4

    A violating provision is void as against public policy. Requiring such an NDA as a condition of employment is an unlawful employment practice under the state's Fair Employment Practices Act.

  5. 5

    The focus is condition-of-employment agreements. A negotiated settlement or severance NDA is not squarely covered by this subsection, so the strongest protection lands at onboarding.

  6. 6

    The federal Speak Out Act still applies in Rhode Island. A pre-dispute NDA or non-disparagement clause cannot silence a dispute involving sexual assault or sexual harassment.

  7. 7

    Trade-secret NDAs need the federal immunity notice. Leaving out the Defend Trade Secrets Act whistleblower notice cuts the enhanced damages an employer can recover.

Key decisions before you file

Before you file a Employee and Severance NDA in Rhode Island, 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

RHODE ISLAND 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 Rhode Island 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 (RHODE ISLAND GENERAL LAWS SECTION 28-5-7) Nothing in this Agreement limits Employee from reporting to, filing a charge with, or cooperating with any government agency, including the Rhode Island Commission for Human 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 R.I. Gen. Laws Section 28-5-7(1)(vi), this Agreement is not required as a condition of employment and does not require that alleged violations of civil rights or other alleged unlawful conduct remain confidential; any provision that did so would be void as a violation of public policy. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment.

  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. 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.

  7. GENERAL This Agreement is governed by Rhode Island 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]

Rhode Island Requirements for Employee and Severance NDA

Rhode Island General Laws Section 28-5-7

Draft a Rhode Island employee or severance NDA. Under R.I. Gen. Laws 28-5-7, an NDA required as a condition of employment cannot conceal unlawful conduct.

Frequently Asked Questions

An employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, typically covering trade secrets, client and pricing data, and internal processes. A severance NDA is the same core promise signed when the employee leaves, usually inside a separation and release agreement paid for with severance, and it commonly also keeps the terms of the departure confidential. Both are confidentiality agreements; the severance version is attached to an exit and a payment.

A business-to-business NDA sits between two companies trading information as equals, so the law largely lets them set their own terms. An employee NDA is between a company and a worker, and the law limits it: the worker cannot be required to stay silent about unlawful conduct or waive the right to report to a government agency. That worker-protective floor, federal and state, is what makes an employee or severance NDA a different instrument from a commercial one.

Under R.I. Gen. Laws Section 28-5-7(1)(vi), it is an unlawful employment practice to require an employee, as a condition of employment, to sign a nondisclosure agreement that requires alleged violations of civil rights to remain confidential, or a non-disparagement agreement concerning alleged violations of civil rights or alleged unlawful conduct. Any provision that does so is void as a violation of public policy. In practice, an NDA handed over at hire cannot be used to keep those claims quiet.

No. The provision is broad. It covers a nondisclosure agreement that keeps alleged civil-rights violations confidential and a non-disparagement agreement concerning alleged civil-rights violations or alleged unlawful conduct in general. Sexual harassment is one form of covered conduct, but the rule is not confined to it. That makes Rhode Island closer to a broad Silenced No More approach than to a sexual-harassment-only law.

The text of Section 28-5-7(1)(vi) targets NDAs required as a condition of employment, so a negotiated settlement or severance NDA is not squarely inside this subsection. The strongest protection therefore applies at onboarding. That said, the federal Speak Out Act still limits any severance NDA that would silence a sexual assault or sexual harassment dispute, so a Rhode Island severance NDA should still carve those disclosures out.

The clause is void as a violation of public policy, and requiring it as a condition of employment is an unlawful employment practice under the Fair Employment Practices Act, which can expose the employer to liability. The offending provision falls away, while the rest of a properly drafted NDA, including its trade-secret protections, generally stays in effect. Drafting it compliant from the start avoids the problem.

Yes. Section 28-5-7(1)(vi) restricts confidentiality over alleged civil-rights violations and unlawful conduct, not the protection of legitimate business information. A Rhode Island 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.

Severance is usually offered in exchange for signing a separation agreement that includes confidentiality and a release of claims, so declining can mean forgoing the payment. You are not required to sign, and you can negotiate the terms. An employee who is 40 or older is entitled by federal law to at least 21 days to consider the agreement and 7 days to revoke it after signing. Reviewing it with an attorney before you sign is an option DocDraft makes available.