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Connecticut Non-Disclosure Agreement Requirements

Connecticut courts apply a common-law five-factor reasonableness test from Robert S.

Introduction

Connecticut courts apply a common-law five-factor reasonableness test from Robert S. Weiss & Associates, Inc. v. Wiederlight to decide whether a restraint on someone's ability to work, including one embedded in an NDA's confidentiality clause, goes too far: the length of the restriction, its geographic scope, the fairness of the protection to the employer, the extent of the restraint on the employee, and the effect on the public interest. The state does regulate three specific occupations by statute: physicians, advanced practice registered nurses, and physician assistants under Conn. Gen. Stat. Section 20-14p, which caps any covenant at one year and fifteen miles from the primary practice site; security guards under Section 31-50a; and broadcast employees under Section 31-50b. A Connecticut NDA is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. Sections 35-50 through 35-58), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. Connecticut also has no employee invention-assignment carve-out statute, unlike California and several other states, so an NDA's invention-assignment clause is governed by ordinary contract law rather than a statutory limit. The practical effect for drafting is the same as anywhere else: keep the confidentiality definition tied to genuine trade secrets and sensitive information, since an overbroad definition is what risks turning an ordinary NDA into the kind of restraint a Connecticut court would weigh under the Weiss factors.

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Key Things to Know

  1. 1

    A bill that would create a general limit on noncompete agreements in Connecticut, House Bill 5492, cleared a legislative committee in March 2026 but had not passed both chambers or been signed into law as of this writing. It would not change how an NDA's confidentiality provisions themselves are enforced even if enacted.

  2. 2

    Connecticut has no general statute governing restrictive covenants. Whether an NDA's confidentiality clause functions as an unreasonable restraint on someone's ability to work is decided under the common-law five-factor reasonableness test from Robert S. Weiss & Associates, Inc. v. Wiederlight: the length of the restriction, its geographic scope, the fairness of the protection to the employer, the extent of the restraint on the employee, and the effect on the public interest.

  3. 3

    Connecticut does regulate noncompetes by statute for three specific occupations: physicians, advanced practice registered nurses, and physician assistants (Conn. Gen. Stat. Section 20-14p, capped at one year and fifteen miles from the primary practice site), security guards (Section 31-50a), and broadcast employees (Section 31-50b). None of these statutes governs NDAs generally.

  4. 4

    Trade secret protection runs through the Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. Sections 35-50 through 35-58), separate from whatever the NDA itself says.

  5. 5

    A trade secret misappropriation claim in Connecticut generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (Conn. Gen. Stat. Section 35-56). A continuing misappropriation counts as a single claim rather than restarting the clock with each new use or disclosure.

  6. 6

    Connecticut has no employee invention-assignment carve-out statute comparable to California's Labor Code Section 2870. An invention-assignment clause in a Connecticut NDA or employment agreement is governed by ordinary contract law, not a statutory limit on what the employer can claim.

  7. 7

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

  8. 8

    A Connecticut 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 Connecticut, 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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CONNECTICUT NON-DISCLOSURE AGREEMENT

[Party A Name], residing in [City], Connecticut, and [Party B Name], residing in [City], Connecticut, agree to the terms below as the "Parties" to this Non-Disclosure Agreement.

  1. Purpose. The Parties enter this Agreement to [describe business purpose, e.g. evaluate a possible business relationship], expecting one or both may need to share information the other must keep confidential.

  2. Definition of Confidential Information. The Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. Section 35-51(d)) defines a trade secret as information that derives economic value from secrecy and is protected by reasonable efforts; "Confidential Information" here also includes any business, technical, or financial information a Party discloses under circumstances signaling it should stay private. Excluded are information the receiving Party already held before disclosure, information it works out independently, and material a third party discloses without owing a confidentiality duty, along with anything that later enters the public domain for reasons unrelated to the receiving Party's conduct.

  3. Obligations. Confidential Information may only be used for the purpose named in Section 1, handled with the care a prudent business gives its own sensitive records, and kept from outside parties without the disclosing Party's prior written consent. A narrow carve-out lets the receiving Party's own employees, agents, or advisors see it, provided their role actually requires that access and they have first agreed to confidentiality terms at least as strong as this one's.

  4. Scope Limitation (Connecticut-Specific). Unlike states with a blanket anti-restraint statute, Connecticut relies on common law: courts apply the five factors from Robert S. Weiss & Associates, Inc. v. Wiederlight, 208 Conn. 525 (1988), namely duration, geographic reach, fairness to each Party, the burden on the receiving Party's livelihood, and the public interest. Only physicians, advanced practice registered nurses, and physician assistants (Conn. Gen. Stat. Section 20-14p, capped at one year and fifteen miles), security guards (Section 31-50a), and broadcast employees (Section 31-50b) carry a statutory cap instead. This Agreement asks no more than those standards allow: its duties reach trade secrets and genuinely sensitive information, not a person's underlying skill or training.

  5. Federal Whistleblower Notice. Including this notice preserves a disclosing Party's eligibility for the full range of remedies the Defend Trade Secrets Act otherwise makes available. 18 U.S.C. Section 1833(b) protects a person from liability, criminal or civil, whether that person shares a trade secret as part of a sealed court filing or hands it in confidence to a lawyer or government official for the singular reason of flagging a suspected violation of law.

  6. Term. This Agreement's confidentiality obligations bind the Parties for [X years] after signing; information that separately qualifies as a trade secret is not bound by that clock and instead remains protected under Connecticut law for as long as its trade secret status holds.

  7. Return or Destruction. When the purpose in Section 1 concludes, or sooner if the disclosing Party makes a written request, the receiving Party must locate and either hand back or eliminate every copy of the Confidential Information then in its files.

  8. Remedies. Conn. Gen. Stat. Section 35-52 lets a Connecticut court enjoin an actual or threatened trade secret misappropriation, and the non-breaching Party may pursue that injunction here, since this kind of disclosure is hard to undo with money alone. Damages and other relief under the Connecticut Uniform Trade Secrets Act remain available alongside it.

  9. Governing Law. Connecticut courts follow Elgar v. Elgar, 238 Conn. 839 (1996), honoring a contract's choice-of-law clause except when the chosen state has no substantial relationship to the parties or transaction, or when applying its law would defeat a fundamental policy of a state with a materially greater interest. Neither exception applies, so Connecticut law controls this Agreement.

  10. Miscellaneous. An electronic signature binds the Parties as a handwritten one would, under the Connecticut Uniform Electronic Transactions Act (Conn. Gen. Stat. Sections 1-266 through 1-286) and the federal ESIGN Act (15 U.S.C. Section 7001). If a court strikes any provision, the rest stays enforceable. Connecticut law requires consideration for a binding contract, satisfied here by the Parties' mutual promises to disclose and protect information.

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

Connecticut Requirements for Non-Disclosure Agreement

Trade Secret Protection (Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. Sections 35-50 through 35-58)

Defines what qualifies as a trade secret and what counts as misappropriation under the Connecticut Uniform Trade Secrets Act, and supplies the state law basis for the NDA's confidentiality and trade secret definitions.

Connecticut Unfair Trade Practices Act (Conn. Gen. Stat. Sections 42-110a through 42-110q)

Acknowledges that unauthorized disclosure of confidential information may, in some circumstances, also expose a party to a claim under Connecticut's general unfair or deceptive trade practices statute, separate from any breach of contract or trade secret claim.

Connecticut Data Breach Notification Law (Conn. Gen. Stat. Section 36a-701b)

Requires a person or business that owns, licenses, or maintains computerized data containing personal information to notify affected Connecticut residents and the Attorney General after discovering a security breach, relevant if the confidential information exchanged under the NDA includes personal information.

Connecticut Data Privacy Act (Conn. Gen. Stat. Sections 42-515 through 42-525)

The Connecticut Data Privacy Act, effective July 1, 2023, is codified at Sections 42-515 through 42-525 and establishes consumer rights and processing obligations for personal data, relevant if the confidential information exchanged under the NDA includes personal data covered by that Act.

Connecticut Uniform Electronic Transactions Act (Conn. Gen. Stat. Sections 1-266 through 1-286)

Recognizes the validity of electronic signatures and electronic records for an NDA executed electronically, consistent with Connecticut's version of the Uniform Electronic Transactions Act.

Connecticut Statute of Limitations (Conn. Gen. Stat. Section 52-576 for written contracts; Conn. Gen. Stat. Section 35-56 for trade secret misappropriation)

A breach of contract claim over the NDA itself generally must be brought within six years under Connecticut's statute of limitations for actions on a written or simple contract, while a trade secret misappropriation claim generally must be brought within three years of discovery.

Choice of Law (Elgar v. Elgar, 238 Conn. 839 (1996))

Connecticut courts generally enforce a contract's choice of law provision unless the chosen state has no substantial relationship to the parties or the transaction, or applying that state's law would be contrary to a fundamental policy of a state with a materially greater interest, the standard set out in Elgar v. Elgar.

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

Provides a federal civil cause of action for trade secret misappropriation, in addition to the remedies available under the Connecticut Uniform Trade Secrets Act, and requires the whistleblower immunity notice under 18 U.S.C. Section 1833(b) so employees and contractors are informed they may not be held liable for disclosing a trade secret in confidence to report a suspected violation of law.

Economic Espionage Act Compliance (18 U.S.C. Sections 1831 through 1839)

Acknowledges federal criminal penalties for the theft of trade secrets, including theft intended to benefit a foreign government or instrumentality.

Federal Copyright Act (17 U.S.C. Section 101 et seq.)

The Copyright Act's grant of protection for original works of authorship, which copyrightable material disclosed under the NDA would draw on, appears at 17 U.S.C. Section 102. Copyright protection for any copyrightable material disclosed under the NDA exists independently of the agreement's confidentiality terms.

Federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001 et seq.)

Establishes the legal validity of electronic signatures and records in interstate commerce, relevant if the NDA is executed electronically.

Federal Trade Commission Act (15 U.S.C. Section 45)

Prohibits unfair or deceptive acts or practices affecting commerce, relevant if a party's handling of confidential information under the NDA also involves representations to consumers.

Computer Fraud and Abuse Act (18 U.S.C. Section 1030)

Addresses unauthorized access to a protected computer to obtain confidential information, relevant if the disclosed information is stored or accessed electronically.

Federal Securities Law Compliance (15 U.S.C. Section 78j(b) and 17 C.F.R. Section 240.10b-5)

Addresses potential liability under the Securities Exchange Act's antifraud provisions if the confidential information exchanged under the NDA includes material nonpublic information about a publicly traded company.

Gramm-Leach-Bliley Act (15 U.S.C. Section 6801 et seq.)

Regulates a financial institution's disclosure of nonpublic personal information, relevant if the confidential information exchanged under the NDA includes that type of information.

Health Insurance Portability and Accountability Act (42 U.S.C. Section 1320d et seq.; 45 C.F.R. Parts 160 and 164)

Requires compliance with HIPAA's privacy and security requirements if protected health information may be disclosed under the NDA.

Federal Antitrust Law (Sherman Act, 15 U.S.C. Sections 1 through 7; Clayton Act, 15 U.S.C. Sections 12 through 27)

Cautions that confidentiality restrictions between competitors should not be structured in a way that facilitates anticompetitive coordination or information sharing prohibited under federal antitrust law.

Federal Arbitration Act (9 U.S.C. Section 1 et seq.)

Establishes federal policy favoring enforcement of arbitration agreements, relevant if the NDA includes an arbitration clause for resolving disputes.

Frequently Asked Questions

A Non-Disclosure Agreement in Connecticut 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 Connecticut Uniform Trade Secrets Act (Conn. Gen. Stat. Sections 35-50 through 35-58) regardless of what the NDA itself says.

It can, but Connecticut has no general statute voiding overbroad restraints the way California does. Instead, a Connecticut court applies the common-law five-factor reasonableness test from Robert S. Weiss & Associates, Inc. v. Wiederlight, weighing duration, geographic scope, fairness to the employer, the restraint on the employee's ability to work, and the public interest, to decide whether a restrictive clause inside an NDA goes too far. Physicians, security guards, and broadcast employees are governed by their own specific statutes instead of this general test.

Not a general one. Connecticut regulates noncompetes by statute only for three specific occupations: physicians, advanced practice registered nurses, and physician assistants (Conn. Gen. Stat. Section 20-14p, capping any covenant at one year and fifteen miles from the primary practice site), security guards (Section 31-50a), and broadcast employees (Section 31-50b). For an NDA outside those occupations, the common-law reasonableness test governs instead. A bill to create a general noncompete statute, House Bill 5492, was pending in the legislature as of early 2026 but had not been enacted.

A trade secret misappropriation claim under the Connecticut 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 (Conn. Gen. Stat. Section 35-56). A separate breach-of-contract claim over the NDA itself follows Connecticut's ordinary written-contract limitations period.

It depends on what the agreement says. Connecticut has no invention-assignment carve-out statute like California's Labor Code Section 2870, so there is no statutory floor limiting how broadly an NDA or employment agreement can define inventions an employee must assign. Whether a particular clause reaches an invention developed entirely on the employee's own time is a matter of how the agreement is drafted and ordinary contract law, not a specific Connecticut statute.

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 Connecticut; the choice is about which structure matches the actual relationship.

No. A Connecticut 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 Connecticut 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.