Question 1

What is a Washington employee NDA?

Accepted Answer

A Washington employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, typically trade secrets, client and pricing data, internal processes, and other proprietary business information. It applies under Washington law and cannot prevent the worker from discussing conduct they reasonably believe was unlawful. The severance version of the same instrument is signed when the worker leaves.

Question 2

How does a severance NDA differ from an employee NDA in Washington?

Accepted Answer

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 keeps the departure terms private. In Washington both are governed by the Silenced No More Act, and in a settlement the only permitted confidentiality is over the employer's trade secrets and the settlement amount, not the conduct at issue.

Question 3

How broad is Washington's Silenced No More Act?

Accepted Answer

It is one of the broadest in the country. RCW 49.44.211 voids any agreement not to disclose or discuss conduct the employee reasonably believed was illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is against a clear mandate of public policy. It is not limited to sexual harassment, and it applies to both employment and settlement agreements.

Question 4

Can a Washington settlement keep the conduct confidential?

Accepted Answer

No. Under the Silenced No More Act, a settlement cannot bar the worker from disclosing or discussing the underlying conduct if the employee reasonably believed it was unlawful. The only things the parties may keep confidential are the employer's trade secrets and the amount paid in the settlement. The conduct itself stays open.

Question 5

Does the law cover wage and hour complaints?

Accepted Answer

Yes, and that is one of the ways Washington goes further than most states. RCW 49.44.211 expressly lists a wage and hour violation among the conduct that cannot be locked behind an NDA or non-disparagement clause. So a Washington agreement cannot silence a worker's complaint about unpaid wages or overtime any more than it can silence a harassment complaint.

Question 6

What does reasonably believed mean under the Act?

Accepted Answer

The protection turns on the employee's reasonable belief that the conduct was illegal discrimination, harassment, retaliation, a wage and hour violation, or sexual assault under Washington, federal, or common law. The worker does not have to prove the conduct was ultimately unlawful. A reasonable belief at the time is enough for the disclosure to be protected and for any gag on it to be void.

Question 7

Are trade secrets still protected under a Washington NDA?

Accepted Answer

Yes. The Silenced No More Act limits confidentiality over unlawful conduct, not the protection of legitimate trade secrets. A Washington 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

What happens if my Washington NDA violates RCW 49.44.211?

Accepted Answer

The offending provision is void and unenforceable. Beyond that, the Act attaches consequences to trying to enforce or even requesting such a provision, which can expose the employer to statutory damages and attorney fees. The rest of a properly drafted Washington NDA, including its trade-secret protections, generally remains in effect, so the safe path is to scope it correctly from the start.

Washington Employee and Severance NDA

Introduction

Key Things to Know

Key decisions before you file

Customize your Employee and Severance NDA Template with DocDraft

Washington Requirements for Employee and Severance NDA

Washington Silenced No More Act (RCW 49.44.211)

Frequently Asked Questions