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Nebraska Non-Disclosure Agreement Requirements

That refusal to narrow an overbroad clause comes straight from case law: in Unlimited Opportunity, Inc.

Introduction

That refusal to narrow an overbroad clause comes straight from case law: in Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (Neb. 2015), the Nebraska Supreme Court struck an entire franchise non-compete rather than trim its overbroad geographic scope, holding that it is not the function of the courts to reform a covenant not to compete in order to make it enforceable. A Nebraska Non-Disclosure Agreement is a contract in which one or both parties agree to keep specified information confidential, and it operates inside that same unusually strict backdrop: with no statute governing non-compete or restrictive-covenant enforceability, Nebraska applies a three-part common-law reasonableness test to any restrictive covenant, asking whether it harms the public, exceeds what is reasonably necessary to protect a legitimate business interest, or is unduly harsh on the restricted party, and because there is no judicial safety net for an overbroad clause, an NDA whose confidentiality definition functions as a disguised non-compete needs to be written narrowly from the start. Trade secrets shared under a Nebraska NDA are protected separately under the Nebraska Trade Secrets Act (Neb. Rev. Stat. Sections 87-501 to 87-507), and a misappropriation claim generally must be filed within four years of when the misappropriation was discovered or reasonably should have been, one year longer than California's three-year period. Mutual NDAs, where both sides share confidential information, and one-way NDAs, where only one side does, are equally ordinary and enforceable in Nebraska. The practical drafting lesson is the one a no-blue-pencil rule always teaches: define confidential information precisely and tie it to genuine trade secrets and sensitive business information, because a Nebraska court asked to fix an overbroad clause will refuse and void it instead.

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Key Things to Know

  1. 1

    Trade secret protection runs through the Nebraska Trade Secrets Act (Neb. Rev. Stat. Sections 87-501 to 87-507), separate from whatever the NDA itself says.

  2. 2

    Nebraska has no statute governing non-compete or restrictive-covenant enforceability; the rule is entirely common law, and Nebraska courts apply a strict no-blue-pencil approach, refusing to narrow an overbroad restriction to a reasonable scope and instead voiding it in its entirety, as the Nebraska Supreme Court held in Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (Neb. 2015).

  3. 3

    That risk runs through the scope of the confidentiality definition, not the existence of the NDA itself. Nebraska courts test any restrictive covenant against a three-part reasonableness standard, asking whether it injures the public, exceeds what is reasonably necessary to protect a legitimate business interest, or is unduly harsh on the restricted party, and because there is no judicial safety net for an overbroad clause, a Nebraska NDA needs to be written narrowly and correctly the first time.

  4. 4

    A trade secret misappropriation claim in Nebraska generally must be filed within four years of when the misappropriation was discovered or reasonably should have been discovered, one year longer than California's three-year period (Neb. Rev. Stat. Section 87-506).

  5. 5

    Nebraska has no invention-assignment carve-out statute comparable to California's Labor Code Section 2870; there is no state statute limiting how far an employer can require an employee to assign inventions in a Nebraska NDA or employment agreement.

  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 Nebraska; 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 Nebraska 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 Nebraska, 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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NEBRASKA NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is entered into by [Party A Name] of [City], Nebraska and [Party B Name] of [City], Nebraska, each referred to below as a "Party."

  1. Purpose. The Parties anticipate discussing or working together on [describe business purpose, e.g. a potential business relationship], and each may need to share Confidential Information with the other to do so.

  2. Definition of Confidential Information. "Confidential Information" means business, technical, or financial information one Party discloses to the other that is marked confidential or would reasonably be understood as confidential from how it was shared, including any trade secret as defined in the Nebraska Trade Secrets Act (Neb. Rev. Stat. Section 87-502), which protects information deriving independent economic value from not being generally known and kept secret through reasonable efforts. That definition has four carve-outs: information already public before the receiving Party had it, information the receiving Party already knew apart from this disclosure, information it works out on its own, and information a third party hands over without owing the disclosing Party any duty of secrecy.

  3. Obligations. Once received, Confidential Information may be used only for the purpose in Section 1. The receiving Party must handle it with reasonable care and keep it from third parties absent the disclosing Party's prior written consent, though it may loop in employees, contractors, or advisors who genuinely need it and who accept terms just as strict as these.

  4. Scope Limitation (Nebraska-Specific). Nebraska has no statute governing non-compete or restrictive-covenant enforceability, and its courts take an unusually strict approach to an overbroad one: in Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629 (2015), the Nebraska Supreme Court refused to narrow an overreaching covenant to a reasonable scope, holding that it is not the function of the courts to reform a covenant not to compete to make it enforceable, and voided the entire clause instead. Because no Nebraska judge will rescue an overreaching confidentiality definition, this Agreement is limited on its face to genuine trade secrets and sensitive business information actually disclosed under Section 1, and does not restrict either Party's general skill, knowledge, or experience, or anything Nebraska law separately makes public.

  5. Federal Whistleblower Notice. A federal statute, 18 U.S.C. Section 1833(b) of the Defend Trade Secrets Act, keeps a person free from criminal or civil trade secret liability for sharing a trade secret in confidence with a lawyer or government official solely to flag a suspected legal violation, or for filing it with a court under seal. This Agreement includes that notice because skipping it can cost the disclosing Party the Act's exemplary damages and attorney's fees against an employee, contractor, or consultant later found to have misappropriated a trade secret.

  6. Term. Confidentiality duties here continue for [X years] after signing, except that information meeting the Nebraska Trade Secrets Act's definition of a trade secret stays protected for as long as it keeps that status.

  7. Return or Destruction. When the disclosing Party makes a written request, or the Section 1 purpose has run its course, the receiving Party must return every copy of the Confidential Information in its possession, destroy whatever cannot be returned, and confirm in writing that this has been done.

  8. Remedies. Because a breach here can cause harm money alone cannot repair, the disclosing Party may seek injunctive relief for a misappropriated trade secret under the Nebraska Trade Secrets Act (Neb. Rev. Stat. Section 87-503), plus the Act's damages remedy (Section 87-504) and any other relief contract law allows. Given the no-blue-pencil rule in Section 4, a precisely drafted definition matters more here than a strong remedies clause can fix later.

  9. Governing Law. Nebraska law governs this Agreement. Consistent with Section 4, a Nebraska court asked to enforce it will apply any provision exactly as written or decline to enforce it at all, rather than narrowing an overbroad term.

  10. Miscellaneous. An electronic signature binds a Party under the Nebraska Uniform Electronic Transactions Act (Neb. Rev. Stat. Section 86-612 et seq.) and the federal ESIGN Act (15 U.S.C. Section 7001). A provision later found unenforceable does not affect the rest of this Agreement. Each Party's promises to the other serve as sufficient consideration.

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

Nebraska Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Nebraska Trade Secrets Act, Neb. Rev. Stat. Section 87-502)

Clearly defines what constitutes confidential information under Nebraska law, including trade secrets as defined in the Nebraska Trade Secrets Act. Section 87-502 is the Act's definitions section.

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

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

Obligations of Receiving Party (Nebraska common law of contracts)

Outlines the duty of the receiving party to maintain confidentiality and use reasonable care to protect information. This is a contract-based duty under Nebraska common law; the Nebraska Trade Secrets Act's 'reasonable efforts' language in Section 87-502 describes what the disclosing party must do to qualify information as a trade secret in the first place, not a duty the statute imposes on the receiving party, so the statutory citation is dropped here rather than implying a direct statutory duty that does not exist.

Permitted Disclosures Under Federal Law (Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b))

Includes immunity provisions required by the Defend Trade Secrets Act for disclosures made in confidence to government officials or attorneys for the purpose of reporting suspected violations of law.

Remedies for Breach (Nebraska Trade Secrets Act, Neb. Rev. Stat. Sections 87-503 and 87-504)

Specifies remedies available in case of breach: injunctive relief is authorized by Section 87-503, and damages by Section 87-504.

Electronic Signatures Compliance (Nebraska Uniform Electronic Transactions Act, Neb. Rev. Stat. Section 86-612 et seq.; Federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. Section 7001 et seq.)

Acknowledges that electronic signatures are valid and enforceable for the NDA, in compliance with both Nebraska and federal electronic signature laws.

Severability Clause (Nebraska common law of contracts)

Ensures that if any provision is found unenforceable under Nebraska law, the remainder of the agreement remains in effect, consistent with Nebraska's contract interpretation principles.

Compliance with Federal 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.)

Acknowledges that the NDA does not restrict disclosures required by federal securities laws or SEC regulations, particularly important when dealing with potential investors.

Modification Requirements (Nebraska common law of contracts)

Specifies that modifications to the NDA must be in writing and signed by all parties to be enforceable under Nebraska contract law.

Compliance with Nebraska Consumer Data Privacy (Nebraska Financial Data Protection and Consumer Notification of Data Security Breach Act, Neb. Rev. Stat. Section 87-801 et seq.)

Ensures compliance with Nebraska's standards for protection of consumer financial data that may be included in confidential information.

Dispute Resolution Mechanism (Nebraska Uniform Arbitration Act, Neb. Rev. Stat. Section 25-2601 et seq.)

Establishes procedures for resolving disputes, potentially including mediation or arbitration, in accordance with Nebraska's Uniform Arbitration Act if arbitration is selected.

Force Majeure Provisions (Nebraska common law of contracts)

Addresses circumstances beyond the parties' control that may affect performance of the NDA, consistent with Nebraska's contract law principles regarding impossibility of performance.

Frequently Asked Questions

A Non-Disclosure Agreement in Nebraska 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 Nebraska Trade Secrets Act (Neb. Rev. Stat. Sections 87-501 to 87-507) regardless of what the NDA itself says.

It can, but carefully. Nebraska has no statute governing non-compete or restrictive-covenant enforceability, so any restriction is tested under a common-law reasonableness standard: it cannot injure the public, cannot exceed what is reasonably necessary to protect a legitimate business interest, and cannot be unduly harsh on the restricted party. If a confidentiality clause in an NDA is broad enough to function as a disguised non-compete and fails that test, a Nebraska court will not narrow it to a reasonable scope, it will void the restriction entirely.

No. Unlike some states, Nebraska has no statute of general applicability governing non-compete or restrictive-covenant enforceability. The rule comes entirely from case law. In Unlimited Opportunity, Inc. v. Waadah, 290 Neb. 629, 861 N.W.2d 437 (Neb. 2015), the Nebraska Supreme Court refused to narrow an overbroad franchise non-compete to a reasonable scope, holding that it is not the function of the courts to reform a covenant not to compete in order to make it enforceable, and voided the covenant instead.

A trade secret misappropriation claim under the Nebraska Trade Secrets Act generally must be brought within four years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (Neb. Rev. Stat. Section 87-506). A continuing misappropriation is treated as a single claim rather than restarting the clock with each new act. A separate breach-of-contract claim over the NDA itself follows Nebraska's ordinary written-contract limitations period.

There is no Nebraska statute addressing this the way some states do. Nebraska has no invention-assignment carve-out comparable to California's Labor Code Section 2870. Whether a Nebraska NDA or employment agreement can reach an invention an employee developed entirely on their own time is governed by the terms of the agreement itself and general contract and common-law principles, not by a state statute limiting the assignment.

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

No. A Nebraska 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 Nebraska Trade Secrets Act provides an additional, independent basis for relief, separate from whatever remedies the NDA itself specifies.