Question 1

What is an employee NDA, and how does a severance NDA differ?

Accepted Answer

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.

Question 2

How is an employee NDA different from a business-to-business NDA?

Accepted Answer

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.

Question 3

What does Rhode Island law say about NDAs at hiring?

Accepted Answer

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.

Question 4

Is the Rhode Island NDA restriction limited to sexual harassment?

Accepted Answer

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.

Question 5

Does the Rhode Island rule cover severance or settlement NDAs?

Accepted Answer

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.

Question 6

What happens to an NDA clause that violates the Rhode Island rule?

Accepted Answer

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.

Question 7

Can a Rhode Island employee NDA still protect trade secrets?

Accepted Answer

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.

Question 8

Do I have to sign a severance NDA to get severance in Rhode Island?

Accepted Answer

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.

Rhode Island Employee and Severance NDA

Introduction

Key Things to Know

Key decisions before you file

Customize your Employee and Severance NDA Template with DocDraft

Rhode Island Requirements for Employee and Severance NDA

Rhode Island General Laws Section 28-5-7

Frequently Asked Questions