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Colorado Non-Disclosure Agreement Requirements

House Bill 22-1317, effective August 10, 2022, rewrote C.R.S.

Introduction

House Bill 22-1317, effective August 10, 2022, rewrote C.R.S. Section 8-2-113 so that any covenant not to compete restricting a worker's right to earn compensation for labor is void, with narrow exceptions. A confidentiality or trade secret provision escapes that void rule only if it is reasonable and relevant to the employer's business, and does not prohibit a worker from disclosing information that comes from their general training, knowledge, skill, or experience, information that is readily available to the public, or information the worker otherwise has a legal right to disclose. An NDA whose confidentiality definition reaches further than that risks being treated as an unlawful non-compete restraint rather than a protected confidentiality provision. A Non-Disclosure Agreement in Colorado is otherwise an ordinary contract in which one or both parties agree to keep specified information confidential, mutual or one-way. Trade secrets themselves are separately protected under the Colorado Uniform Trade Secrets Act (C.R.S. Sections 7-74-101 through 7-74-110), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. The practical effect for drafting is a familiar lesson with a specific statutory hook in Colorado: keep the confidentiality definition tied to genuinely proprietary or trade secret information, not to skills or knowledge a worker would carry to any job.

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Key Things to Know

  1. 1

    Colorado has no statute limiting what inventions an employer can require an employee to assign, unlike California's Labor Code Section 2870. Invention ownership tied to a Colorado NDA or employment agreement instead depends on the agreement's actual terms and common-law principles, including whether the employee was specifically hired to invent.

  2. 2

    Colorado's 2022 non-compete law (C.R.S. Section 8-2-113, enacted by House Bill 22-1317) voids most covenants not to compete, but treats a confidentiality or trade secret provision as a protected exception only if it does not prohibit disclosure of information arising from a worker's general training, knowledge, skill, or experience, information that is readily available to the public, or information the worker otherwise has a legal right to disclose.

  3. 3

    That carve-out means the risk in a Colorado NDA runs through how broadly 'confidential information' is defined. An NDA that protects genuine trade secrets and proprietary business information, without reaching into a worker's general skills or public knowledge, fits within the statute's exception.

  4. 4

    Trade secret protection in Colorado runs through the Colorado Uniform Trade Secrets Act (C.R.S. Sections 7-74-101 through 7-74-110), separate from whatever the NDA itself says.

  5. 5

    A trade secret misappropriation claim in Colorado generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (C.R.S. Section 7-74-107), and a continuing misappropriation counts as one claim rather than a new one each time.

  6. 6

    Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are both ordinary enforceable contracts in Colorado; which one fits depends on whether the exchange runs both directions, like a partnership discussion, or one direction, like pitching an investor.

  7. 7

    A Colorado court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Colorado, a few decisions shape the document: which option to choose and what each one means. The Non-Disclosure Agreement guide walks through them.

Open the Non-Disclosure Agreement guide

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COLORADO NON-DISCLOSURE AGREEMENT

[Party A Name], of [City], Colorado, and [Party B Name], of [City], Colorado, agree to the following as the "Parties" to this Non-Disclosure Agreement.

  1. Purpose. The Parties anticipate exchanging sensitive information in connection with [describe business purpose, e.g. a potential business relationship the Parties are exploring], and this Agreement sets the terms for sharing and protecting it.

  2. Definition of Confidential Information. Confidential Information means business, financial, or technical material one Party discloses to the other that is marked confidential, or that a reasonable recipient would treat as confidential, including any trade secret meeting the definition at C.R.S. Section 7-74-102(4). No duty attaches to material the receiving Party already held before disclosure, material it develops independently, material a third party lawfully passes along free of any confidentiality duty, or material that later becomes public without the receiving Party's fault.

  3. Obligations. The receiving Party will use Confidential Information only for the purpose stated in Section 1, guard it with the care a prudent business gives its own sensitive records, and withhold it from outside parties absent the disclosing Party's written consent. This does not reach its own personnel, contractors, or advisors, provided each needs the information and is bound to terms at least as strict as these.

  4. Scope Limitation (Colorado-Specific). House Bill 22-1317 rewrote C.R.S. Section 8-2-113, effective August 10, 2022, so that nearly any covenant limiting a worker's ability to earn compensation for labor is void in Colorado. Subsection (3)(b) carves confidentiality and trade secret provisions out of that void rule, but only where the provision is reasonable, tied to the employer's actual business, and silent on the worker's own general training, knowledge, skill, and experience; information already available to the public; and information the worker independently has a legal right to disclose. This Agreement is drafted to sit inside that carve-out and does not reach skills or knowledge the receiving Party already had before this relationship began. Senate Bill 25-083, effective August 6, 2025, tightened the statute further for healthcare providers and narrowed its sale-of-business exception, but left the (3)(b) carve-out untouched.

  5. Federal Whistleblower Notice. This Agreement gives the notice 18 U.S.C. Section 1833(b) requires: a person is free from criminal or civil trade secret liability for confidentially disclosing a trade secret to a government official or attorney solely to report a suspected legal violation, or in a sealed court filing. Skipping this notice would cost the disclosing Party access to the Defend Trade Secrets Act's full remedies.

  6. Term. This Agreement sets a default duration and one carve-out from it. The default: [X years], counted from signing. The carve-out: information meeting Colorado's trade secret definition stays confidential for as long as that status lasts.

  7. Return or Destruction. The duty to return or destroy Confidential Information triggers on whichever happens sooner: a request from the disclosing Party, or the natural end of the purpose in Section 1. Once triggered, every copy the receiving Party holds must be returned or destroyed.

  8. Remedies. A trade secret disclosure or other breach here can inflict a loss no check afterward fully cures, which is why Colorado Rule of Civil Procedure 65 and the injunction provision at C.R.S. Section 7-74-103 let the non-breaching Party ask a court to stop the harm directly rather than pay for it later. Actual damages remain available too, subject to Colorado's three-year limitations period for actions on a written contract, C.R.S. Section 13-80-101(1)(a). Where the Colorado Uniform Trade Secrets Act applies, unjust enrichment or a reasonable royalty are available as well, subject to that Act's own three-year discovery-rule limitations period, C.R.S. Section 7-74-107, under which a continuing misappropriation is treated as a single claim.

  9. Governing Law. Colorado has no default statutory choice-of-law rule for private contracts, so the Parties choose it here: Colorado law governs this Agreement. Each Party consents to personal jurisdiction in Colorado's courts, consistent with the long-arm statute at C.R.S. Section 13-1-124, which reaches a party transacting business or committing a tort in the state.

  10. Miscellaneous. Signatures may be electronic under the Colorado Uniform Electronic Transactions Act (C.R.S. Section 24-71.3-101 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001). If a provision proves unenforceable, the rest of this Agreement remains in force. The Parties' mutual promises supply the consideration Colorado law requires.

[Party A Signature] ____________________ Date: __________ [Party B Signature] ____________________ Date: __________

Colorado Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Colorado Uniform Trade Secrets Act, C.R.S. Section 7-74-101 et seq.)

Clearly defines what constitutes confidential information under Colorado law, including trade secrets as defined in the Colorado Uniform Trade Secrets Act.

Trade Secret Protection (Colorado Uniform Trade Secrets Act, C.R.S. Section 7-74-102(4))

Addresses the specific requirements for trade secret protection under Colorado law, including the requirement that the information be the subject of efforts reasonable under the circumstances to maintain its secrecy.

Federal Trade Secret Compliance (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1836 et seq.)

Incorporates protections under the federal Defend Trade Secrets Act, which provides additional remedies for misappropriation of trade secrets.

Whistleblower Immunity Notice (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b))

Required notice of immunity from liability for confidential disclosure of trade secrets to government officials or attorneys for reporting suspected violations of law, or in a sealed court filing, as required to preserve the disclosing party's remedies under the Defend Trade Secrets Act.

Duration of Confidentiality Obligations (Colorado common law on restrictive covenants)

Specifies the time period for which confidentiality obligations remain in effect, consistent with Colorado courts' general contract-interpretation preference for reasonable time limitations, distinct from the statutory non-compete voidance analysis under C.R.S. Section 8-2-113.

Restrictive Covenant Limitations (Colorado Revised Statutes Section 8-2-113)

Colorado's House Bill 22-1317 rewrite of C.R.S. Section 8-2-113, effective August 10, 2022, voids any covenant that restricts a worker's right to receive compensation for labor. A confidentiality or trade secret provision escapes that void rule under subsection (3)(b) only as a reasonable provision relevant to the employer's business that does not prohibit disclosure of information arising from the worker's general training, knowledge, skill, or experience; information that is readily ascertainable to the public; or information the worker otherwise has a legal right to disclose. A 2025 amendment, Senate Bill 25-083, effective August 6, 2025, further restricted non-compete covenants for healthcare providers and narrowed the sale-of-business exception, without changing this confidentiality-provision carve-out.

Consideration Clause (Colorado common law of contracts)

Explicitly states the consideration provided in exchange for confidentiality obligations, as required for contract enforceability under Colorado law.

Permitted Disclosures (Colorado Rule of Civil Procedure 45)

Identifies circumstances under which disclosure is permitted, including compliance with a subpoena issued and served under Colorado Rule of Civil Procedure 45, which governs the form, service, and response requirements for subpoenas seeking documents or testimony in a Colorado civil action.

Return or Destruction of Confidential Information (Colorado common law on trade secrets protection)

Provisions for the return or certified destruction of confidential information upon termination of the agreement or business relationship.

Injunctive Relief (Colorado Rule of Civil Procedure 65)

Establishes the right to seek a temporary restraining order or preliminary injunction for breach of the NDA, consistent with Colorado's rules for equitable remedies.

Jurisdiction and Governing Law (Colorado Revised Statutes Section 13-1-124, Long-arm Statute)

C.R.S. Section 13-1-124, Colorado's long-arm statute, establishes the grounds on which Colorado courts obtain personal jurisdiction over a party, resident or nonresident, based on that party's contacts with the state, including transacting business or committing a tort within Colorado. Governing law itself is a matter of the Parties' contractual choice; Colorado, unlike some states, has no separate statutory default choice-of-law rule for private contracts, so this Agreement specifies Colorado law as governing by its own terms.

Electronic Signatures Compliance (Colorado Uniform Electronic Transactions Act, C.R.S. Section 24-71.3-101 et seq.; Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq.)

Provisions ensuring the NDA can be executed electronically in compliance with both federal and Colorado electronic signature laws.

Severability Clause (Colorado common law on contract interpretation)

Ensures that if any provision is found unenforceable under Colorado law, the remainder of the agreement remains valid and enforceable.

Data Privacy Compliance (Colorado Privacy Act, C.R.S. Section 6-1-1301 et seq.)

Addresses handling of personal information in accordance with Colorado Privacy Act requirements for businesses that collect personal data.

Securities Law Compliance (Securities Act of 1933, 15 U.S.C. Section 77a et seq.; Securities Exchange Act of 1934, 15 U.S.C. Section 78a et seq.)

Ensures compliance with federal securities laws when sharing financial information with potential investors, including anti-fraud provisions.

Disclosure to Representatives (Colorado common law on agency and vicarious liability)

Provisions governing disclosure to employees, agents, and representatives, including requirements for binding such persons to confidentiality obligations at least as protective as this Agreement.

Remedies for Breach (Colorado common law on contract damages)

Specifies available remedies for breach of the NDA, including damages calculation methods consistent with Colorado law.

Statute of Limitations (Colorado Revised Statutes Section 13-80-101)

Addresses the time period within which claims for breach must be brought. Section 13-80-101(1)(a) sets a three-year limitations period for contract actions, consistent with Colorado's general statute of limitations for written contracts.

Alternative Dispute Resolution (Colorado Revised Statutes Section 13-22-201 et seq., Uniform Arbitration Act)

Provisions for mediation or arbitration of disputes in accordance with Colorado's Uniform Arbitration Act.

Frequently Asked Questions

A Non-Disclosure Agreement in Colorado is an ordinary contract in which one or both parties agree to keep specified information confidential. It can be mutual, where both sides share confidential information, or one-way, where only one side does. Trade secrets shared under the agreement are also separately protected by the Colorado Uniform Trade Secrets Act (C.R.S. Sections 7-74-101 through 7-74-110) regardless of what the NDA itself says.

Generally, a Colorado NDA should not function as a non-compete. C.R.S. Section 8-2-113 voids any covenant that restricts a worker's right to earn compensation for labor, with narrow exceptions. A confidentiality provision in an NDA is protected from that rule only if it is reasonable and relevant to the employer's business and does not prohibit disclosure of information from the worker's general training, knowledge, skill, or experience, information that is publicly available, or information the worker otherwise has a legal right to disclose. An NDA drafted broader than that risks being treated as a void non-compete.

House Bill 22-1317, effective August 10, 2022, rewrote C.R.S. Section 8-2-113 to void nearly all non-compete covenants in Colorado, replacing the state's older reasonableness test with a bright-line rule and narrow exceptions. It also set the conditions under which a confidentiality or trade secret provision, the kind found in an NDA, counts as a protected exception rather than a disguised non-compete: the provision must be reasonable, relevant to the employer's business, and must not reach into a worker's general skills, public information, or legally protected disclosures. A 2025 amendment, SB 25-083, further restricted non-competes for healthcare providers and narrowed the sale-of-business exception, but did not change the confidentiality-provision carve-out that matters for NDAs.

A trade secret misappropriation claim under the Colorado Uniform Trade Secrets Act generally must be brought within three years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (C.R.S. Section 7-74-107). A continuing misappropriation is treated as a single claim rather than a new one each time it continues. A separate breach-of-contract claim over the NDA itself follows Colorado's ordinary written-contract limitations period.

Not automatically, and Colorado has no statute like California's Labor Code Section 2870 that limits this. Whether a Colorado NDA or employment agreement can reach an invention an employee created on their own time depends on the agreement's actual terms and common-law principles, including whether the employee was specifically hired to invent or whose job duties included solving the particular problem. Without such a duty or a written assignment provision, an employee generally retains ownership of what they create on their own.

It depends on whether confidential information will flow in both directions or only one. A mutual NDA fits a two-way exchange, such as a merger, partnership, or joint-venture discussion where both sides disclose sensitive information. A one-way NDA fits a one-directional exchange, such as pitching a business plan to an investor who is not sharing anything confidential back. Both forms are equally enforceable in Colorado; the choice is about which structure matches the actual relationship.

No. A Colorado NDA is an ordinary contract, not a formal instrument like a will or power of attorney, so it does not require notarization or witnesses to be valid. It only needs the standard elements of a valid contract: an offer, acceptance, and consideration, along with signatures from the parties being bound.

The non-breaching party can seek injunctive relief to stop an ongoing or threatened disclosure, along with damages caused by the breach. If the disclosed information also qualifies as a trade secret, the Colorado Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, separate from whatever remedies the NDA itself specifies.