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Nevada Non-Disclosure Agreement Requirements

A Nevada NDA is not itself a noncompetition covenant under NRS 613.195's definition, which reaches only an agreement that directly prohibits an employee from competing with or working for a competitor after termination; it is simply an ordinary contract in which one or both parties agree to keep specified information confidential, mutual or one-way.

Introduction

A Nevada NDA is not itself a noncompetition covenant under NRS 613.195's definition, which reaches only an agreement that directly prohibits an employee from competing with or working for a competitor after termination; it is simply an ordinary contract in which one or both parties agree to keep specified information confidential, mutual or one-way. Still, a confidentiality definition broad enough to function as a de facto restriction on someone's ability to work afterward can draw the same reasonableness scrutiny NRS 613.195 applies to restrictive covenants generally, and if the covenant applies to an hourly employee or improperly restricts a former employee from serving a customer who left voluntarily, the statute requires the court to award that employee attorney's fees and costs, on top of revising rather than voiding an otherwise valid but overbroad restraint. Trade secrets shared under a Nevada NDA are protected separately under the Nevada Uniform Trade Secrets Act (NRS Chapter 600A), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. Nevada has no employee invention-assignment carve-out; NRS 600.500 instead gives the employer automatic sole ownership of a patentable invention or trade secret an employee develops during the course and scope of employment, unless the parties agree otherwise in writing, with no exception for work done on the employee's own time.

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Key Things to Know

  1. 1

    Trade secret protection runs through the Nevada Uniform Trade Secrets Act (NRS Chapter 600A), separate from whatever the NDA itself says.

  2. 2

    NRS 613.195 bars a noncompetition covenant from applying to any employee paid solely on an hourly wage basis, exclusive of tips or gratuities, and if a court finds a covenant applies to such an employee, it must award that employee reasonable attorney's fees and costs.

  3. 3

    Where a noncompetition covenant is supported by valuable consideration but its time, geographic, or scope limits are unreasonable, NRS 613.195 requires a Nevada court to revise, or blue pencil, the covenant to a reasonable restraint and enforce it as revised, rather than voiding the whole covenant outright.

  4. 4

    A Nevada NDA is not itself a noncompetition covenant, but a confidentiality definition broad enough to function as a de facto restriction on someone's ability to work afterward can still draw the reasonableness scrutiny Nevada courts apply to restrictive covenants generally.

  5. 5

    A trade secret misappropriation claim in Nevada generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered, and a continuing misappropriation counts as a single claim (NRS 600A.080).

  6. 6

    Nevada has no employee invention-assignment carve-out. NRS 600.500 instead gives the employer automatic sole ownership of a patentable invention or trade secret an employee develops during the course and scope of employment that relates directly to work performed, unless the parties agree otherwise in writing, and it contains no exception for inventions made on the employee's own time.

  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 Nevada; 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 Nevada 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 Nevada, 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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NEVADA NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Nevada and [Party B Name] of [City], Nevada (each a "Party") enter into this Non-Disclosure Agreement as follows.

  1. Purpose. The Parties anticipate exchanging Confidential Information in connection with [describe business purpose, e.g. a potential business relationship the Parties are exploring].

  2. Definition of Confidential Information. Nevada's Uniform Trade Secrets Act defines a trade secret as information deriving independent economic value from not being generally known and subject to reasonable efforts to keep it secret (NRS 600A.030). This Agreement borrows that standard and extends it to any business, technical, or financial information marked confidential, or that the circumstances of disclosure would lead a reasonable person to treat as confidential. Excluded regardless of marking: information already public through no fault of the receiving Party, information it already held, information it develops independently, and information a third party shares without breaching a confidentiality duty.

  3. Obligations. Reasonable care is the floor for how the receiving Party safeguards Confidential Information, and that Party's use of it is confined to the purpose in Section 1. Sharing is limited to employees, agents, or advisors who genuinely need the information for that purpose and who have themselves agreed to confidentiality terms at least as strict as this Agreement's.

  4. Scope Limitation (Nevada-Specific). NRS 613.195 flatly bars a noncompetition covenant from applying to any employee paid solely on an hourly wage, and where a covenant is otherwise valid but unreasonable in time, geography, or scope, the statute does not let a court simply void it; the court must revise it to a reasonable restraint and enforce it as revised. A confidentiality clause is not a "noncompetition covenant" under the statute's narrow definition, which reaches only agreements directly barring competing employment after termination, but Nevada courts still test an overly broad restrictive provision against the common-law reasonableness standard applied in Hansen v. Edwards, 83 Nev. 189 (1967). This Agreement's confidentiality obligations therefore reach only genuine trade secrets and sensitive business information, never a Party's general skill or training. If any term here were found to operate as a noncompetition covenant against an hourly-paid employee, NRS 613.195 requires an award of that employee's attorney's fees and costs, a trigger tied to that specific violation, not any general finding of bad faith.

  5. Ownership of Work-Related Inventions. Nevada runs opposite to states that shield an employee's own-time inventions from assignment. NRS 600.500 makes an employer the automatic sole owner of a patentable invention or trade secret an employee develops during the course and scope of employment that relates directly to work performed, with no exception for the employee's own time or resources, unless the Parties agree otherwise in writing. If this Agreement arises from an employment relationship, that default rule governs absent a separate written agreement.

  6. Federal Whistleblower Notice. The Defend Trade Secrets Act protects a person from 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 (18 U.S.C. Section 1833(b)). This notice appears because federal law conditions full DTSA remedies on giving it.

  7. Term. Confidentiality obligations continue for [X years] after signing, except that anything meeting Nevada's trade secret definition stays protected for as long as it remains one, subject to the three-year, discovery-based limitations period in NRS 600A.080.

  8. Return or Destruction. Once the disclosing Party asks, or the Section 1 relationship ends, whichever comes first, the receiving Party must return or destroy every copy of the Confidential Information it holds.

  9. Remedies. Money damages will not always undo the harm a breach of this Agreement causes, so NRS 33.010, Nevada's general injunction statute, gives the disclosing Party a path to restrain a threatened or ongoing violation of its rights. Where the material at issue also meets the trade secret definition, NRS 600A.040 separately authorizes injunctive relief against misappropriation and NRS 600A.050 allows recovery of damages.

  10. Governing Law. Nevada law governs this Agreement, given Nevada's substantial connection to both Parties and the confidential relationship created here.

  11. Miscellaneous. An electronic signature binds a Party under Nevada's Uniform Electronic Transactions Act (NRS 719.100 through 719.350) and the federal ESIGN Act (15 U.S.C. Section 7001). If a court holds any provision unenforceable, every remaining provision stays in force. Each Party's promises here serve as sufficient consideration for the other's.

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

Nevada Requirements for Non-Disclosure Agreement

Definition of Confidential Information (NRS 600A.030)

Clearly defines what constitutes confidential information under Nevada law, including trade secrets as defined in the Nevada Uniform Trade Secrets Act (NRS Chapter 600A).

Trade Secret Protection (NRS 600A.010 through 600A.100)

Addresses the specific protections afforded to trade secrets under Nevada law, including remedies for misappropriation such as injunctive relief and damages, across the full Nevada Uniform Trade Secrets Act chapter.

Federal Defend Trade Secrets Act Compliance (18 U.S.C. Section 1836)

Acknowledges compliance with the federal Defend Trade Secrets Act, which provides federal jurisdiction for trade secret theft and allows for civil seizure in extraordinary circumstances.

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

References the federal Economic Espionage Act, which criminalizes the theft of trade secrets, including offenses intended to benefit a foreign government or agent.

Nevada Electronic Signature Compliance (NRS 719.100 through 719.350)

Ensures the NDA complies with Nevada's Uniform Electronic Transactions Act, which recognizes electronic signatures and electronic records as legally binding.

Federal E-SIGN Act Compliance (15 U.S.C. Section 7001)

Acknowledges compliance with the federal Electronic Signatures in Global and National Commerce Act, which provides for the legal validity of electronic signatures and records.

Statute of Limitations (NRS 11.190 and NRS 600A.080)

Specifies the time limits for bringing legal action under Nevada law: NRS 11.190(1)(b) sets a 6-year period for actions on a written contract, and NRS 600A.080 separately sets a 3-year, discovery-based period for trade secret misappropriation claims, with a continuing misappropriation treated as a single claim.

Restrictive Covenant Reasonableness (Hansen v. Edwards, 83 Nev. 189 (1967), and NRS 613.195)

Hansen v. Edwards established Nevada's common-law rule that a post-employment restraint on competition is enforceable only if reasonable and no broader than necessary to protect the employer's business. NRS 613.195, effective October 1, 2021, now codifies and extends that standard: it bars a noncompetition covenant from applying to an hourly-wage employee, requires a court to revise rather than void an otherwise-valid but overbroad covenant, and awards the affected employee attorney's fees and costs for that specific violation.

Nevada Uniform Arbitration Act Provisions (NRS 38.206 through 38.248)

Includes arbitration provisions that comply with the Uniform Arbitration Act of 2000 as adopted in Nevada, if the parties choose to resolve disputes through arbitration rather than litigation.

Federal Arbitration Act Compliance (9 U.S.C. Sections 1 through 16)

Ensures any arbitration provisions also comply with the Federal Arbitration Act, which generally preempts state laws that discriminate against arbitration agreements.

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

References the federal Computer Fraud and Abuse Act, which may provide additional remedies if confidential information is accessed or obtained through unauthorized computer access.

Nevada Computer Crimes Law (NRS 205.473 through 205.513)

Addresses Nevada's computer crimes statutes, which criminalize unauthorized access to computers, networks, and data, providing additional protection for electronically stored confidential information.

Severability Clause (Nevada common law)

Includes a severability provision consistent with Nevada contract law, ensuring that if any provision is found unenforceable, the remainder of the agreement remains valid.

Remedies and Injunctive Relief (NRS 33.010)

Specifies remedies available under Nevada law for breach of confidentiality, including injunctive relief to restrain an ongoing or threatened act violating the plaintiff's rights, which Nevada courts may grant to prevent disclosure of confidential information.

Frequently Asked Questions

A Non-Disclosure Agreement in Nevada 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 Nevada Uniform Trade Secrets Act (NRS Chapter 600A) regardless of what the NDA itself says.

An NDA is not itself a noncompetition covenant under NRS 613.195, which defines that term narrowly as an agreement directly prohibiting an employee from competing with or working for a competitor of the employer after termination. But a confidentiality definition broad enough to function as a de facto restriction on someone's future work can still draw the reasonableness scrutiny NRS 613.195 applies to restrictive covenants generally, and any such restriction cannot apply at all to an employee paid solely on an hourly wage basis.

Yes. NRS 613.195 flatly bars a noncompetition covenant, and by extension any confidentiality clause functioning as one, from applying to an employee who is paid solely on an hourly wage basis, exclusive of tips or gratuities. If a court finds that such a covenant was applied to an hourly employee, it must award that employee reasonable attorney's fees and costs, not just strike the clause.

Nevada courts do not simply void an overbroad restrictive covenant. Under NRS 613.195, if the covenant is supported by valuable consideration but its time, geographic, or scope limits are unreasonable, impose a greater restraint than necessary, or impose undue hardship on the employee, the court must revise, or blue pencil, the covenant to a reasonable scope and enforce it as revised.

A trade secret misappropriation claim under the Nevada 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 (NRS 600A.080). A continuing misappropriation counts as a single claim rather than a new one each time. A separate breach-of-contract claim over the NDA itself follows Nevada's ordinary written-contract limitations period.

Potentially yes, which is different from many other states. Nevada has no invention-assignment carve-out statute protecting an employee's off-duty inventions. NRS 600.500 instead makes the employer the automatic sole owner of a patentable invention or trade secret an employee develops during the course and scope of employment that relates directly to work performed, unless the employer and employee agree otherwise in writing, with no built-in exception for work done on the employee's own time or with the employee's own resources.

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

No. A Nevada 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 Nevada 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.