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Georgia Non-Disclosure Agreement Requirements

That exemption sits inside a broader framework: Section 13-8-51 of Georgia's Restrictive Covenants Act, effective May 11, 2011 after a 2010 constitutional amendment, defines a restrictive covenant broadly enough to include agreements protecting confidential information, so an NDA's confidentiality terms fall within the Act's coverage even though O.C.G.A.

Introduction

That exemption sits inside a broader framework: Section 13-8-51 of Georgia's Restrictive Covenants Act, effective May 11, 2011 after a 2010 constitutional amendment, defines a restrictive covenant broadly enough to include agreements protecting confidential information, so an NDA's confidentiality terms fall within the Act's coverage even though O.C.G.A. Section 13-8-53(e) carves them out of the time and geographic reasonableness limits that apply to noncompete and nonsolicit covenants under that same Act. A Georgia NDA is otherwise an ordinary confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the Georgia Trade Secrets Act of 1990 (O.C.G.A. Section 10-1-760 et seq.), and a misappropriation claim generally must be filed within five years of when the misappropriation was discovered or reasonably should have been, a notably longer window than the three years used in many other states. The practical effect for drafting is that a Georgia NDA's confidentiality clause can run indefinitely without triggering the reasonableness limits that would sink an overlong noncompete.

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Key Things to Know

  1. 1

    Georgia has no statute like California's Labor Code Section 2870 carving employee inventions made on personal time out of a mandatory assignment clause. An invention-assignment provision in a Georgia NDA or employment agreement is governed by ordinary contract law, so an employee who wants to protect personal inventions needs to negotiate that protection directly into the agreement.

  2. 2

    Georgia's Restrictive Covenants Act (O.C.G.A. Section 13-8-53(e)) exempts confidentiality and trade secret provisions from the time and geographic reasonableness limits that apply to noncompete and nonsolicit covenants under the same Act, so an NDA's confidentiality clause can last for as long as the information stays confidential or a trade secret.

  3. 3

    That exemption runs alongside Section 13-8-51's broad definition of a restrictive covenant, which reaches agreements protecting confidential information, customer good will, and business relationships, not just noncompete and nonsolicit clauses, so a Georgia NDA's confidentiality terms are part of the same statutory framework even though they escape its durational limits.

  4. 4

    Trade secret protection runs through the Georgia Trade Secrets Act of 1990 (O.C.G.A. Section 10-1-760 et seq.), separate from whatever the NDA itself says.

  5. 5

    A trade secret misappropriation claim in Georgia generally must be filed within five years of when the misappropriation was discovered or reasonably should have been discovered (O.C.G.A. Section 10-1-766), longer than the three-year period used in California and many other states.

  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 Georgia; which one fits depends on whether the exchange runs both directions, like a partnership or acquisition discussion, or one direction, like pitching an investor.

  7. 7

    A Georgia 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 Georgia, 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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GEORGIA NON-DISCLOSURE AGREEMENT

[Party A Name], located in [City], Georgia, and [Party B Name], located in [City], Georgia, agree to the following terms as the "Parties" to this Non-Disclosure Agreement.

  1. Purpose. To evaluate or carry out [describe business purpose, e.g. a proposed transaction or working relationship], the Parties anticipate that confidential information will pass from one to the other, or both ways.

  2. Definition of Confidential Information. Confidential Information covers any business, technical, or financial material one Party shares with the other under a confidential label, or under circumstances signaling confidentiality even without one, and reaches any trade secret as the Georgia Trade Secrets Act defines that term at O.C.G.A. Section 10-1-761(4): information drawing economic value from staying unknown and not readily discoverable, kept secret through reasonable efforts. It excludes information already public through no fault of the receiving Party, already known to that Party beforehand, independently developed by that Party, or lawfully obtained from a third party under no duty of confidentiality.

  3. Obligations. Sharing Confidential Information beyond the Parties themselves takes the disclosing Party's written consent, with one narrow exception: employees, agents, or advisors of the receiving Party who genuinely need it, so long as they are bound to confidentiality terms at least as strict as these. Otherwise, the receiving Party owes reasonable care in safeguarding the information and may put it to use for nothing beyond the Section 1 purpose; acquiring, using, or disclosing it through improper means, the standard the Georgia Trade Secrets Act sets at O.C.G.A. Section 10-1-761(2), breaches this section even where the information falls short of a trade secret.

  4. Scope Limitation (Georgia-Specific). Unlike a noncompete or nonsolicit covenant, the confidentiality duties here carry no built-in expiration under Georgia law: O.C.G.A. Section 13-8-53(e) of the Restrictive Covenants Act excuses confidentiality and trade secret provisions from the time and geographic limits the same Act imposes on competition-restricting covenants, letting them run for as long as the information stays confidential or a trade secret, even though Section 13-8-51 defines a restrictive covenant broadly enough to cover this agreement. That freedom does not restrain either Party's right to work in a lawful trade afterward; it reaches only genuine confidential and trade secret material, never a Party's general skill or know-how.

  5. Federal Whistleblower Notice. This Agreement gives the notice needed to keep the disclosing Party eligible for the Defend Trade Secrets Act's full remedies: under 18 U.S.C. Section 1833(b), no one faces criminal or civil liability for handing a trade secret to a government official or a lawyer in confidence for the sole purpose of flagging a suspected legal violation, or for filing it under seal with a court.

  6. Term. Confidentiality runs for [X years] starting on the date the Parties sign, with one carve-out: anything that still meets Georgia's trade secret or confidentiality definition stays protected past that date for as long as it keeps meeting it, matching the open-ended treatment described in Section 4.

  7. Return or Destruction. Every copy of the Confidential Information the receiving Party holds, whatever form it takes, goes back to the disclosing Party or gets destroyed, triggered either by a request from the disclosing Party or by the natural end of the Section 1 purpose.

  8. Remedies. Money damages will not fully undo the harm a leak like this can cause, so the non-breaching Party can seek an injunction under Georgia's general equity statute, O.C.G.A. Section 9-5-1, and, where the leak involves a trade secret, under the Georgia Trade Secrets Act's own injunctive relief provision at O.C.G.A. Section 10-1-762, plus damages and any other remedy the law allows.

  9. Governing Law. Georgia law controls how this Agreement is read and enforced, and the Parties are not pulling in another state's conflict-of-laws rules to change that outcome.

  10. Miscellaneous. Georgia's Uniform Electronic Transactions Act (O.C.G.A. Section 10-12-1 et seq.) and the federal ESIGN Act (15 U.S.C. Section 7001) let the Parties sign electronically with full legal effect. Losing one provision to unenforceability does not take down the rest, per Georgia's treatment of severable contracts at O.C.G.A. Section 13-1-8, and the Parties' mutual promises serve as the consideration Georgia contract law requires under O.C.G.A. Section 13-3-40.

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

Georgia Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Georgia Trade Secrets Act of 1990, O.C.G.A. Section 10-1-761(4))

Defines confidential information by reference to the Georgia Trade Secrets Act's definition of trade secret at Section 10-1-761(4): information that derives economic value from not being generally known or readily ascertainable by proper means, and that is the subject of efforts reasonable under the circumstances to maintain its secrecy. Pinpointed to the specific definitions subsection rather than the Act's short-title section.

Exclusions from Confidential Information (Georgia Trade Secrets Act of 1990, O.C.G.A. Section 10-1-761(4))

Georgia's trade secret definition at Section 10-1-761(4) requires information to derive value from not being generally known, which supports carving publicly available and independently known information out of an NDA's confidentiality obligations. The standard NDA exclusions, information independently developed by the recipient or rightfully received from a third party without restriction, are drafting conventions consistent with this definition rather than separately listed within the statute itself.

Obligations of Receiving Party (Georgia Trade Secrets Act of 1990, O.C.G.A. Section 10-1-761(2))

Section 10-1-761(2) defines misappropriation, the wrongful acquisition, disclosure, or use of a trade secret, which is the statutory standard against which a receiving party's confidentiality obligations and conduct are measured, rather than an affirmative statement of due-care duties in its own right.

Remedies for Breach (Georgia Trade Secrets Act of 1990, O.C.G.A. Section 10-1-762)

Specifies available remedies for misappropriation of a trade secret, including injunctive relief for actual or threatened misappropriation, royalty-conditioned continued use in exceptional circumstances, and court-ordered affirmative acts to protect a trade secret.

Severability (Georgia Code on Contracts, O.C.G.A. Section 13-1-8)

Distinguishes entire from severable contracts and provides that in a severable contract, the failure of a distinct part does not void the remainder, with the character of the contract determined by the parties' intention, supporting a standard severability clause.

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

Includes the required notice that an individual may not be held liable for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a sealed court filing, as required to preserve the disclosing party's remedies under the Defend Trade Secrets Act.

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

Acknowledges federal protections against economic espionage and theft of trade secrets, including criminal penalties, beyond Georgia state law.

Electronic Signatures (Georgia Uniform Electronic Transactions Act, O.C.G.A. Section 10-12-1 et seq., and 15 U.S.C. Section 7001, Electronic Signatures in Global and National Commerce Act)

Confirms that electronic signatures are valid for executing the NDA under both federal and Georgia law. Georgia's enactment is the Uniform Electronic Transactions Act, effective July 1, 2009, codified at O.C.G.A. Section 10-12-1 et seq.

Non-Solicitation Provisions (Georgia Restrictive Covenants Act, O.C.G.A. Section 13-8-50 et seq.)

If included, any non-solicitation provisions must comply with Georgia's Restrictive Covenants Act, effective May 11, 2011, which requires such covenants to be reasonable in time, scope, and geographic area, distinct from the confidentiality provisions this Act separately exempts from those same limits.

Consideration (Georgia Code on Contracts, O.C.G.A. Section 13-3-40)

States that consideration is essential to an enforceable contract, and an executory contract without it is a nudum pactum, or naked promise, establishing valid consideration as required for the Agreement's enforceability.

Entire Agreement (Georgia Code on Contracts, O.C.G.A. Section 13-2-2(1))

Establishes that the NDA constitutes the entire understanding between the parties, superseding prior agreements. Subsection (1) is specifically Georgia's parol evidence rule: parol evidence is inadmissible to add to, take from, or vary a written contract, subject to exceptions for ambiguity or a manifestly incomplete writing, which is the statutory basis for why an entire-agreement clause matters under Georgia law.

Dispute Resolution (Georgia Arbitration Code, O.C.G.A. Section 9-9-1 et seq.)

Establishes procedures for resolving disputes, such as mediation or arbitration, which are recognized under the Georgia Arbitration Code as alternatives to litigation.

Frequently Asked Questions

A Non-Disclosure Agreement in Georgia 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 Georgia Trade Secrets Act of 1990 (O.C.G.A. Section 10-1-760 et seq.) regardless of what the NDA itself says.

No, not the way it limits noncompete clauses. Georgia's Restrictive Covenants Act generally requires noncompete and nonsolicit covenants to be reasonable in duration and geographic scope, but O.C.G.A. Section 13-8-53(e) specifically exempts confidentiality and trade secret provisions from those limits. A Georgia NDA's confidentiality clause can run for as long as the information stays confidential or a trade secret.

Yes, but the noncompete portion is governed by different rules than the confidentiality portion. Georgia's Restrictive Covenants Act (O.C.G.A. Section 13-8-50 et seq.), in effect since May 2011, requires a noncompete or nonsolicit covenant to be reasonable in time, geographic area, and scope of the restricted activity, and generally limits enforceable post-employment noncompetes to certain categories of employees. The confidentiality terms in the same NDA are not subject to those same durational and geographic limits.

A trade secret misappropriation claim under the Georgia Trade Secrets Act generally must be brought within five years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (O.C.G.A. Section 10-1-766). A continuing misappropriation by the same person is treated as a single claim for this purpose. A separate breach-of-contract claim over the NDA itself follows Georgia's ordinary written-contract limitations period.

It can, unless the agreement says otherwise. Georgia has no statute comparable to California's Labor Code Section 2870 that automatically excludes an employee's personal-time inventions from an assignment clause. Whether a Georgia NDA or employment agreement reaches inventions made outside work, without employer resources, and unrelated to the employer's business depends entirely on how the agreement is written, so an employee who wants that protection needs to negotiate it into the contract directly.

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

No. A Georgia 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 Georgia 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.