DocDraft Logo

New Hampshire Non-Disclosure Agreement Requirements

The consequences of missing each New Hampshire requirement differ: skipping RSA 275:70's pre-offer disclosure makes the noncompete unenforceable against that one employee, while the rest of the confidentiality or NDA agreement stays in force, whereas RSA 275:70-a voids a low-wage employee's noncompete outright.

Introduction

The consequences of missing each New Hampshire requirement differ: skipping RSA 275:70's pre-offer disclosure makes the noncompete unenforceable against that one employee, while the rest of the confidentiality or NDA agreement stays in force, whereas RSA 275:70-a voids a low-wage employee's noncompete outright. New Hampshire law requires an employer to hand a prospective employee a copy of any noncompete agreement before that person accepts the job offer, and it separately voids noncompete agreements outright for any employee earning at or below 200 percent of the federal minimum wage, currently $14.50 an hour since the federal rate has held at $7.25 since 2009. Neither rule targets Non-Disclosure Agreements directly, but a confidentiality clause drafted broadly enough to stop someone from working in their field afterward can run into the same statutes. Apart from that overlap, a New Hampshire NDA is an ordinary confidentiality contract, mutual or one-way, used to protect trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the New Hampshire Uniform Trade Secrets Act (RSA 350-B:1 through 350-B:9), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. New Hampshire also has no statute carving employee-created inventions out of an assignment clause, unlike a handful of other states, so any invention-assignment language in a New Hampshire NDA or employment agreement rests on ordinary contract law rather than a specific statutory limit.

0/5000

Key Things to Know

  1. 1

    Trade secret protection in New Hampshire runs through the New Hampshire Uniform Trade Secrets Act (RSA 350-B:1 through 350-B:9), separate from whatever a signed NDA itself says.

  2. 2

    New Hampshire requires an employer to give a prospective employee a copy of any noncompete agreement before that employee accepts the job offer (RSA 275:70); a noncompete not disclosed this way is unenforceable against the employee, though the rest of the confidentiality or NDA agreement stays in force.

  3. 3

    RSA 275:70-a goes further for lower-paid workers: an employer cannot require a 'low-wage employee,' defined as anyone earning at or below 200 percent of the federal minimum wage, to sign a noncompete at all, and any such agreement is void and unenforceable.

  4. 4

    A trade secret misappropriation claim in New Hampshire must generally be brought within three years of when the misappropriation was discovered, or reasonably should have been discovered (RSA 350-B:6); a continuing misappropriation counts as one claim, not a fresh one each time it recurs.

  5. 5

    New Hampshire has no statute carving employee-created inventions out of an assignment clause the way California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington do; an invention-assignment provision in a New Hampshire NDA is enforced under ordinary contract principles instead.

  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 New Hampshire; 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 New Hampshire 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 New Hampshire, 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

Customize your Non-Disclosure Agreement Template with DocDraft

NEW HAMPSHIRE NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], New Hampshire and [Party B Name] of [City], New Hampshire (each a "Party") enter into this Non-Disclosure Agreement effective as of the date of the last signature below.

  1. Purpose. The Parties are entering into [describe the business purpose, e.g. discussions about a potential business relationship], and either Party may disclose Confidential Information to the other in that connection.

  2. Definition of Confidential Information. "Confidential Information" means information one Party discloses to the other, marked confidential or reasonably understood as confidential from the circumstances, including any trade secret under New Hampshire's definition at RSA 350-B:1, IV: information deriving economic value from not being generally known, subject to reasonable efforts to keep it secret. It excludes information the receiving Party already held, information that becomes public without the receiving Party's fault, information a third party discloses without breaching a confidentiality duty, and information the receiving Party independently develops.

  3. Obligations. A receiving Party may share Confidential Information only with employees, contractors, or advisors who genuinely need it for the Section 1 purpose and are bound to protect it as strictly as this Agreement requires; otherwise it may not disclose the information without the disclosing Party's written consent, and must protect it with at least the care it gives its own similarly valuable information.

  4. Scope Limitation (New Hampshire-Specific). Under RSA 275:70, a New Hampshire employer that wants a new hire bound by a noncompete must give that person a copy before the person accepts the job offer, or the noncompete is unenforceable against them, though the rest of the hire's confidentiality obligations remain binding. RSA 275:70-a goes further, voiding any noncompete outright for a "low-wage employee," meaning anyone earning at or below 200 percent of the federal minimum wage, currently $14.50 an hour. This Agreement is a confidentiality agreement, not a noncompete, but a confidentiality definition broad enough to stop an employee from working in their field afterward risks the same treatment, so it never restricts a person's own general skill, knowledge, training, or experience, and reaches only information genuinely confidential or a trade secret under Section 2.

  5. Federal Whistleblower Notice. Under 18 U.S.C. Section 1833(b), a person who discloses a trade secret in confidence to a government official or attorney, solely to report a suspected legal violation, cannot be held liable under federal or state trade secret law; the same immunity covers a trade secret filed under seal in court. This notice preserves the disclosing Party's access to the Defend Trade Secrets Act's full remedies against anyone bound by this Agreement.

  6. Term. Confidentiality obligations run for [X years] from the effective date, except that information meeting the RSA 350-B:1, IV trade secret definition stays protected for as long as it continues to qualify.

  7. Return or Destruction. On the disclosing Party's written request, or once the Section 1 purpose concludes, the receiving Party must return every copy of the Confidential Information it holds or, if the disclosing Party prefers, destroy it and confirm destruction in writing.

  8. Remedies. A trade secret breach entitles the disclosing Party to an injunction under RSA 350-B:2 and damages, including a reasonable royalty where actual loss is hard to prove, under RSA 350-B:3. A breach involving information short of trade secret status still supports an injunction and ordinary contract damages, since a disclosure already made is often a harm no later payment fully undoes.

  9. Governing Law. New Hampshire law governs this Agreement, chosen expressly so the question never needs deciding later; absent that choice, the New Hampshire Supreme Court's 1968 decision in Consolidated Mutual Casualty Co. v. Radio Foods Corp. would instead send a court hunting for whichever state has the most significant relationship to the Agreement, a far less certain inquiry.

  10. Miscellaneous. Either Party may sign electronically; New Hampshire's Uniform Electronic Transactions Act (RSA 294-E) and the federal ESIGN Act (15 U.S.C. Section 7001) make that as binding as a signature on paper. If a court holds any provision unenforceable, the rest stays in effect. Each Party's promises here, including what the other gives up in return, supply the consideration New Hampshire law requires to make the Agreement binding.

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

New Hampshire Requirements for Non-Disclosure Agreement

Definition of Confidential Information (NH RSA 350-B:1)

Clearly defines what constitutes confidential information under New Hampshire law, including trade secrets as defined in NH's Uniform Trade Secrets Act.

Trade Secret Protection (NH RSA 350-B)

Specific provisions addressing the protection of trade secrets in accordance with New Hampshire's adoption of the Uniform Trade Secrets Act, which provides legal remedies for misappropriation of trade secrets.

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

Includes required notice of immunity under the federal Defend Trade Secrets Act for reporting suspected violations of law, which provides immunity from liability for confidential disclosure of trade secrets to government officials or attorneys.

Duration of Confidentiality Obligations (NH Common Law)

Specifies a reasonable time period for confidentiality obligations, consistent with New Hampshire common-law reasonableness principles for restrictive terms in a contract.

Exclusions from Confidential Information (NH RSA 350-B:1, IV)

RSA 350-B:1, IV supports one exclusion directly: information that is generally known or readily ascertainable is not a trade secret, so publicly available information falls outside protection. The Agreement's other standard exclusions, information the receiving Party already held before disclosure, information it develops independently, and information a third party rightfully discloses, rest on ordinary New Hampshire NDA drafting practice rather than a specific statutory provision, since RSA 350-B does not itself list them.

Injunctive Relief (NH RSA 350-B:2)

Acknowledges the right to seek injunctive relief in New Hampshire courts for breach of the NDA, consistent with state remedies for trade secret misappropriation.

Electronic Signatures (NH RSA 294-E)

Acknowledges the validity of electronic signatures in accordance with New Hampshire's Uniform Electronic Transactions Act.

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

Acknowledges that misappropriation of trade secrets may also violate federal law, which criminalizes theft of trade secrets for economic benefit.

Securities Laws Compliance (15 U.S.C. Section 78j(b); 17 C.F.R. Section 240.10b-5)

Ensures compliance with federal securities laws regarding the disclosure of material non-public information, particularly relevant when sharing financial information with potential investors.

Statute of Limitations (NH RSA 508:4; NH RSA 350-B:6)

Acknowledges New Hampshire's statute of limitations for bringing claims related to breach of contract (3 years under RSA 508:4) and trade secret misappropriation (3 years after discovery under RSA 350-B:6).

Severability (NH Common Law)

Includes a severability clause ensuring that if any provision is found unenforceable under New Hampshire law, the remainder of the agreement remains valid.

Non-Waiver Provision (NH Common Law)

Specifies that failure to enforce any provision does not constitute waiver of rights, consistent with New Hampshire contract law principles.

Assignment and Successors (NH Common Law)

Addresses whether the NDA can be assigned to others and confirms it is binding on successors, in accordance with New Hampshire's laws on contract assignment.

Remedies and Damages (NH RSA 350-B:3)

Specifies available remedies for a trade secret breach, including actual damages and a reasonable royalty where actual loss is hard to prove, consistent with New Hampshire's Uniform Trade Secrets Act.

Privacy Law Compliance (15 U.S.C. Section 6801 et seq. (GLBA); 45 C.F.R. Section 160 (HIPAA))

Ensures compliance with applicable federal privacy laws when confidential information includes personal data, such as financial or health information.

Entire Agreement Clause (NH Common Law)

Confirms that the NDA constitutes the entire agreement between parties regarding confidentiality, superseding prior discussions, in accordance with New Hampshire's parol evidence rule.

Modification Requirements (NH Common Law)

Specifies that modifications to the NDA must be in writing and signed by all parties to be enforceable, consistent with New Hampshire contract law.

Frequently Asked Questions

A Non-Disclosure Agreement in New Hampshire 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 New Hampshire Uniform Trade Secrets Act (RSA 350-B:1 through 350-B:9) regardless of what the NDA itself says.

It can, but two statutes constrain how. RSA 275:70 requires the employer to give the prospective employee a copy of the noncompete agreement before that person accepts the job offer, or the noncompete is unenforceable against them, even though the rest of the confidentiality or nondisclosure terms remain valid. If the confidentiality definition in the NDA is broad enough to functionally restrict what the person can do for a living afterward, courts and the statute may treat it as a noncompete subject to that disclosure rule.

Yes. RSA 275:70-a bars an employer from requiring a 'low-wage employee,' defined as someone earning an hourly rate at or below 200 percent of the federal minimum wage (currently $14.50 an hour), to sign a noncompete agreement at all; any such agreement is void and unenforceable. This does not ban NDAs for low-wage workers, but a New Hampshire NDA whose confidentiality clause functions as a work restriction on a low-wage employee could face the same bar.

A trade secret misappropriation claim under the New Hampshire 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 (RSA 350-B:6). A separate breach-of-contract claim over the NDA itself follows New Hampshire's ordinary written-contract limitations period instead.

New Hampshire has no statute addressing this the way some other states do. Unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington, New Hampshire has not enacted a law carving employee inventions made on personal time out of an assignment clause. Whether a New Hampshire NDA or employment agreement can reach an employee's own-time invention is instead governed by the specific contract language 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 New Hampshire; the choice is about which structure matches the actual relationship.

No. A New Hampshire 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 New Hampshire 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.