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Maryland Non-Disclosure Agreement Requirements

Maryland has no statute limiting what an employer can require an employee to assign under an invention-assignment clause, unlike California, Delaware, or several other states, so ordinary contract terms control instead.

Introduction

Maryland has no statute limiting what an employer can require an employee to assign under an invention-assignment clause, unlike California, Delaware, or several other states, so ordinary contract terms control instead. Trade secrets shared under a Maryland NDA are protected independently by the Maryland Uniform Trade Secrets Act (Commercial Law Sections 11-1201 through 11-1209), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. The wage-based noncompete ban goes further than a single threshold: Labor and Employment Section 3-716 also voids noncompete clauses entirely for licensed veterinary practitioners and technicians regardless of pay, and separately caps them at one year and a 10-mile radius for direct-patient-care healthcare workers earning more than $350,000 a year. A Non-Disclosure Agreement in Maryland is otherwise an ordinary, enforceable contract, mutual or one-way, in which the parties agree to keep specified information confidential. As with any NDA, the practical drafting risk is scope: a confidentiality definition broad enough to function as a work restriction is what triggers Section 3-716 in the first place.

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Key Things to Know

  1. 1

    Maryland has no invention-assignment carve-out statute. A 2020 bill, House Bill 1466, would have voided certain intellectual property assignment provisions in employment contracts, similar to California's Labor Code Section 2870, but it failed in committee and was never enacted.

  2. 2

    The same statute voids noncompete clauses entirely for licensed veterinary practitioners and technicians, with no wage threshold at all, and separately caps noncompetes at one year and a 10-mile geographic radius for direct-patient-care healthcare workers earning more than $350,000 annually.

  3. 3

    Trade secret protection in Maryland runs through the Maryland Uniform Trade Secrets Act (Commercial Law Sections 11-1201 through 11-1209), separate from whatever the NDA itself says.

  4. 4

    A trade secret misappropriation claim in Maryland generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (Commercial Law Section 11-1206), and a continuing misappropriation counts as a single claim rather than restarting the clock.

  5. 5

    Maryland's Labor and Employment Section 3-716 voids noncompete and conflict-of-interest clauses for any employee who earns at or below 150% of the state minimum wage, currently $22.50 an hour based on Maryland's $15.00 minimum wage, a threshold an overly broad NDA confidentiality clause could functionally cross.

  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 Maryland; 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 Maryland court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, and if the disclosed information qualifies as a trade secret, the Maryland Uniform Trade Secrets Act allows exemplary damages up to twice the award, plus attorney's fees, for willful and malicious misappropriation.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Maryland, 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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MARYLAND NON-DISCLOSURE AGREEMENT

By signing below, [Party A Name] of [City], Maryland and [Party B Name] of [City], Maryland (the "Parties," each a "Party") agree to this Non-Disclosure Agreement.

  1. Purpose. Because [describe business purpose, e.g. a potential business relationship the Parties are exploring] will require sharing sensitive information, the Parties adopt this Agreement to limit disclosure to that stated purpose alone.

  2. Definition of Confidential Information. Under the Maryland Uniform Trade Secrets Act, Commercial Law Section 11-1201(e), a trade secret draws independent economic value from staying unknown and not readily ascertainable, kept secret through reasonable effort; "Confidential Information" here covers any such trade secret plus other business, financial, or technical material marked confidential, or that a reasonable person would treat as confidential given how it was shared. Excluded regardless of source: information already public through no fault of the receiving Party, information a third party discloses free of any confidentiality duty, information the receiving Party already possessed, and information it independently develops.

  3. Obligations. The receiving Party will protect Confidential Information with at least the care it gives its own sensitive information, use it only for the Section 1 purpose, and share it only with employees, agents, or advisors who need it and are bound to terms at least as strict as these.

  4. Scope Limitation (Maryland-Specific). Maryland voids a noncompete or conflict-of-interest provision for any worker earning at or below 150% of the state minimum wage, currently $22.50 an hour, under Labor and Employment Section 3-716, regardless of where signed; the same section voids it entirely, no wage floor, for a licensed veterinary practitioner or technician, and instead caps it at one year and a 10-mile radius, plus a duty to tell a patient on request where a departed worker now practices, for a direct-patient-care healthcare worker earning over $350,000 a year. Because an overly broad confidentiality definition can function as this kind of restraint, this Agreement reaches only genuine confidential and trade secret information as defined above, never a Party's general skill or experience. Section 3-716(a)(2) exempts client or patient list provisions from the wage ban, leaving those judged under Maryland's common-law reasonableness standard for restrictive covenants instead.

  5. Federal Whistleblower Notice. Federal law shields an individual from criminal or civil liability for disclosing a trade secret in confidence to a government official or attorney solely to report a suspected legal violation, or in a sealed court filing, extending to use of the secret in a sealed retaliation suit. 18 U.S.C. Section 1833(b)(3) requires this notice in any agreement governing trade secrets or confidential information; skipping it can limit the fees and exemplary damages a disclosing Party could later recover from an employee under the Defend Trade Secrets Act.

  6. Term. Absent an earlier written release, [X years] from signing closes out the confidentiality duties here, though anything meeting Maryland's statutory trade secret definition keeps its protection for as long as it continues to qualify, closing date or not.

  7. Return or Destruction. Once the Section 1 purpose has been accomplished, or sooner if the disclosing Party requests it, the receiving Party must return or destroy each copy of the Confidential Information it holds and confirm this in writing if asked.

  8. Remedies. Misappropriation entitles the disclosing Party to an injunction under Commercial Law Section 11-1202, plus damages for actual loss, unjust enrichment, or a reasonable royalty under Section 11-1203; if willful and malicious, Section 11-1203 lets a court double that award, and Section 11-1204 lets the prevailing party recover attorney's fees for the same conduct or for a bad-faith claim or injunction challenge.

  9. Governing Law. This Agreement is governed by Maryland law, where the Parties are entering into it; no statute picks Maryland's choice-of-law rule for a contract dispute, so this rests on the common-law approach Maryland courts still use, applying the law of the place where a contract was formed. Personal jurisdiction and venue for any dispute rest with Maryland's courts, consistent with the Courts and Judicial Proceedings Article, Title 6.

  10. Miscellaneous. A Party who signs electronically is as bound as if signing on paper, a result Maryland reaches through the Uniform Electronic Transactions Act at Commercial Law Section 21-101 and following, backed by the federal ESIGN Act at 15 U.S.C. Section 7001. An unenforceable provision does not pull down the rest of this Agreement, which continues to bind the Parties as written. Each Party's promise to disclose and protect Confidential Information under these terms is itself the consideration for the other's matching promise.

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

Maryland Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Maryland Uniform Trade Secrets Act, Md. Code Ann., Com. Law Section 11-1201 et seq.)

Clearly defines what constitutes confidential information under Maryland law, including trade secrets as defined in the Maryland Uniform Trade Secrets Act (Section 11-1201(e)).

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

Acknowledges federal protection of trade secrets under the Defend Trade Secrets Act, which provides federal jurisdiction for trade secret misappropriation and remedies including injunctive relief and damages.

Permitted Disclosures (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b)(1) and (b)(2))

Addresses the substantive immunity created by the DTSA: an individual cannot be held criminally or civilly liable for disclosing a trade secret in confidence to a government official or an attorney solely to report a suspected legal violation, or for disclosing it in a court filing made under seal, and this extends to using the trade secret in a sealed anti-retaliation lawsuit.

Remedies for Breach (Maryland Uniform Trade Secrets Act, Md. Code Ann., Com. Law Section 11-1202, Section 11-1203)

Specifies available remedies for breach involving a trade secret, including injunctive relief under Section 11-1202 and damages under Section 11-1203 (actual loss, unjust enrichment, or a reasonable royalty, plus exemplary damages up to double the award for willful and malicious misappropriation).

Jurisdiction and Venue (Maryland Courts and Judicial Proceedings Article, Md. Code Ann., Cts. and Jud. Proc. Section 6-101 et seq.)

Establishes that Maryland's courts have personal jurisdiction and venue over a dispute arising from this Agreement, consistent with Title 6 of the Courts and Judicial Proceedings Article. Title 6 does not establish a choice-of-law rule, and Maryland has no statute selecting which state's substantive law governs a contract; that question is instead addressed by the common-law lex loci contractus rule, reflected operatively in documentText's Governing Law section.

Non-Solicitation and Restrictive Covenant Provisions (Becker v. Bailey, 268 Md. 93 (1973); Md. Code Ann., Lab. and Empl. Section 3-716(a)(2))

Becker v. Bailey established Maryland's common-law reasonableness test for restrictive covenants: enforceable only if no broader in time and geography than necessary to protect a legitimate business interest, and only against employees who provide unique services or could misuse trade secrets, routes, or client lists. Sharpened to note why this case law, not the newer Section 3-716 wage-tiered statute, still governs a client- or patient-list provision: Section 3-716(a)(2) expressly excludes 'the taking or use of a client or patient list or other proprietary client-related or patient-related information' from its noncompete ban.

Electronic Signatures (Maryland Uniform Electronic Transactions Act, Md. Code Ann., Com. Law Section 21-101 et seq.; Federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. Section 7001 et seq.)

Acknowledges the validity of electronic signatures under both Maryland and federal law for executing the NDA.

Notice Requirement for Trade Secret Immunity (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b)(3))

Section 1833(b)(3) requires an employer to include notice of the Section 1833(b) immunity in any contract or agreement with an employee governing the use of a trade secret or other confidential information, and ties noncompliance to a reduction in the exemplary damages and attorney's fees the employer could otherwise recover from that employee under the Act. Retitled and redescribed from a restatement of the immunity's substance (already covered in the Permitted Disclosures row) to the distinct notice obligation this subsection actually creates.

Dispute Resolution (Maryland Uniform Arbitration Act, Md. Code Ann., Cts. and Jud. Proc. Section 3-201 et seq.)

Establishes procedures for resolving disputes through arbitration, in accordance with Maryland's Uniform Arbitration Act. Verified across Sections 3-201 (definitions used in the Act's own procedural sections), 3-202 (jurisdiction to enforce an arbitration agreement and enter judgment on an award), and 3-206 (a written arbitration agreement is valid, enforceable, and irrevocable).

Compliance with Securities Laws (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 the NDA does not restrict disclosures required by federal securities laws, particularly relevant when dealing with potential investors.

Protective Order for Compelled Disclosure (Maryland Rules of Civil Procedure, Md. Rule 2-403)

Rule 2-403 lets a party or nonparty move for a protective order to limit discovery or the disclosure of sensitive information, on a showing of good cause, before complying with a subpoena or other compelled-disclosure demand. Retitled and narrowed from 'Notification of Disclosure Requests' because the Rule establishes a protective-order mechanism, not a freestanding duty to notify the disclosing Party before responding.

Data Privacy Compliance (Maryland Personal Information Protection Act, Md. Code Ann., Com. Law Section 14-3501 et seq.)

Ensures handling of personal information complies with Maryland's Personal Information Protection Act and relevant federal privacy laws.

Frequently Asked Questions

A Non-Disclosure Agreement in Maryland 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 Maryland Uniform Trade Secrets Act (Commercial Law Sections 11-1201 through 11-1209) regardless of what the NDA itself says.

Only within limits set by Labor and Employment Section 3-716. Maryland voids any noncompete or conflict-of-interest provision, including one built into an NDA's confidentiality terms, for an employee who earns at or below 150% of the state minimum wage, currently $22.50 an hour. Above that wage, an NDA's confidentiality clause is not automatically restricted by Section 3-716, but a clause broad enough to function as a disguised restraint on someone's ability to work could still face scrutiny.

The ban applies to any employee earning equal to or less than 150% of Maryland's state minimum wage rate. Maryland's minimum wage has been $15.00 an hour statewide since January 1, 2024 under the Fair Wage Act of 2023, so 150% currently works out to $22.50 an hour. The ban applies whether or not the employment contract was signed inside Maryland.

Yes. Section 3-716 voids noncompete clauses entirely for licensed veterinary practitioners and veterinary technicians, with no wage threshold at all. For other licensed healthcare workers who provide direct patient care and earn more than $350,000 a year, a noncompete is not banned outright but is capped at one year from the last day of employment and a 10-mile radius from the primary place of employment, and the employer must notify a patient, on request, of a departed employee's new practice location.

A trade secret misappropriation claim under the Maryland 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 (Commercial Law Section 11-1206). A continuing misappropriation counts as a single claim rather than resetting the clock with each new use or disclosure.

No, not by statute. Unlike California, Delaware, and several other states, Maryland has no invention-assignment carve-out statute protecting inventions an employee develops on their own time. A 2020 bill that would have created one, House Bill 1466, failed in committee and was never enacted. Absent a statute, what a Maryland NDA or employment agreement can require an employee to assign is governed by the contract's own terms and ordinary contract law.

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

No. A Maryland 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 Maryland Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, a reasonable royalty in lieu of damages, and exemplary damages up to twice the award, plus attorney's fees, if the misappropriation was willful and malicious.