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Ohio Non-Disclosure Agreement Requirements

A court applying that standard can modify an overbroad covenant down to a reasonable scope rather than voiding it outright, unlike the old all-or-nothing blue pencil rule many other states still follow.

Introduction

A court applying that standard can modify an overbroad covenant down to a reasonable scope rather than voiding it outright, unlike the old all-or-nothing blue pencil rule many other states still follow. No reform bill has changed that framework yet: Senate Bill 11, which would ban most Ohio non-competes outright, has sat in the legislature since February 2025 without being signed into law. Instead, Ohio courts apply the reasonableness test the Ohio Supreme Court set out in Raimonde v. Van Vlerah, 42 Ohio St. 2d 21 (1975): a covenant restraining someone from competing is enforceable only to the extent the restraint is no greater than required to protect the employer, does not impose undue hardship on the restrained party, and is not injurious to the public. A Non-Disclosure Agreement in Ohio is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, and that same reasonableness scrutiny can reach an NDA whose confidentiality definition is broad enough to functionally stop someone from working in their field. Trade secrets are protected separately under the Ohio Uniform Trade Secrets Act (Revised Code Sections 1333.61 through 1333.69), 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 window. The practical effect for drafting is the same lesson as elsewhere: keep the confidentiality definition tied to genuine trade secrets and sensitive information, since an overbroad definition is what invites a court to treat the NDA as a disguised non-compete.

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Key Things to Know

  1. 1

    Trade secret protection runs through the Ohio Uniform Trade Secrets Act (Revised Code Sections 1333.61 through 1333.69), separate from whatever the NDA itself says, and covers information such as formulas, processes, and business plans that derive economic value from not being generally known and are the subject of reasonable secrecy efforts.

  2. 2

    Senate Bill 11, introduced in the Ohio Senate in February 2025, would ban most Ohio non-compete agreements outright and bar liquidated-damages clauses for leaving a job, but it has not passed both chambers or been signed into law as of this writing. Raimonde remains the controlling standard.

  3. 3

    Ohio has no non-compete or restrictive-covenant statute. Enforceability of any restraint embedded in an NDA, including an overbroad confidentiality clause, turns on the common-law reasonableness test from Raimonde v. Van Vlerah, 42 Ohio St. 2d 21 (1975): no greater restraint than needed to protect the employer, no undue hardship on the restrained party, and no injury to the public. Unlike states that void an unreasonable covenant outright, an Ohio court can modify it down to a reasonable scope instead.

  4. 4

    A trade secret misappropriation claim in Ohio generally must be filed within four years of when the misappropriation was discovered or reasonably should have been discovered (Revised Code Section 1333.66); a continuing misappropriation counts as a single claim rather than resetting the clock with each new act.

  5. 5

    Ohio has no statute limiting what an employer can require an employee to assign as an invention, the way California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington do. An Ohio NDA or employment agreement that asks an employee to assign inventions, including ones developed on their own time, is enforced according to its own terms under ordinary contract law.

  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 Ohio; 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

    An Ohio court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, and the Ohio Uniform Trade Secrets Act separately allows recovery of actual loss, unjust enrichment, and, for willful and malicious misappropriation, punitive damages up to three times the award plus attorney's fees.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Ohio, 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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OHIO NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is entered into between [Party A Name] of [City], Ohio and [Party B Name] of [City], Ohio (each a "Party"), under the terms set out below.

  1. Purpose. The Parties anticipate exchanging Confidential Information in connection with [describe business purpose, e.g. a potential business relationship the Parties are evaluating], and this Agreement governs how that information may be used and protected.

  2. Definition of Confidential Information. "Confidential Information" means technical, business, or financial information one Party discloses that is designated confidential when shared, or that a reasonable recipient would treat as such, including any trade secret meeting the Ohio Uniform Trade Secrets Act's two-part test: independent economic value from not being generally known or readily ascertainable, plus reasonable efforts to keep it secret (Revised Code Section 1333.61(D)). Excluded: information the receiving Party already held before disclosure, information it develops independently, information that becomes public through no fault of its own, and information a third party discloses free of any confidentiality duty owed.

  3. Obligations. The receiving Party must protect Confidential Information with reasonable care, no less than it applies to its own similarly sensitive information, and use it only for the Section 1 purpose. Sharing it outside the receiving Party's organization needs prior written consent, though employees, contractors, or advisors who need it may see it if bound to terms no weaker than these.

  4. Scope Limitation (Ohio-Specific). Ohio has no statute of general application governing restrictive-covenant enforceability. Any restraint this Agreement's confidentiality definition might functionally place on a Party's future work is instead tested under the common-law standard the Ohio Supreme Court set in Raimonde v. Van Vlerah, 42 Ohio St. 2d 21 (1975): a restraint is enforced only if no greater than necessary to protect the disclosing Party, imposing no undue hardship, and injuring no public interest. Unlike states that void an overbroad restriction outright, Raimonde lets an Ohio court modify it down to a reasonable scope rather than striking the clause entirely. This Agreement's confidentiality duties reach only genuinely secret information, never a Party's general skills or experience.

  5. Federal Whistleblower Notice. Under 18 U.S.C. Section 1833(b), part of the federal Defend Trade Secrets Act, a person cannot be held liable, criminally or civilly, 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. This notice preserves the disclosing Party's full remedies under the Act.

  6. Term. The confidentiality obligations here run for [X years] from signing. Information that independently qualifies as a trade secret stays protected for as long as it retains that status, and a misappropriation claim must be brought within four years of when it was discovered or reasonably should have been (Revised Code Section 1333.66).

  7. Return or Destruction. Upon 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 certify that all copies were destroyed.

  8. Remedies. Because unauthorized disclosure could cause harm no later payment fully repairs, the disclosing Party may enjoin actual or threatened misappropriation under Revised Code Section 1333.62. If the information qualifies as a trade secret, Ohio law also allows recovery of actual loss, unjust enrichment, or a reasonable royalty, plus, for willful and malicious misappropriation, up to three times that award (Revised Code Section 1333.63).

  9. Governing Law. Ohio has no general statute setting a default choice-of-law rule for an ordinary contract; absent one, Ohio courts apply common-law choice-of-law principles to a multistate dispute. Because both Parties name Ohio law and Ohio courts, Revised Code Section 2307.39 gives that choice effect: a court hearing a dispute the Parties agreed would be governed by Ohio law may not decline it as an inconvenient forum, though this rule does not extend to a contract for labor or personal services.

  10. Miscellaneous. An electronic signature satisfies any signature requirement here, and this Agreement is not denied effect merely because it was formed electronically, under the Ohio Uniform Electronic Transactions Act (Revised Code Section 1306.06) and the federal E-SIGN Act (15 U.S.C. Section 7001). If a court finds any provision unenforceable, the rest stays in effect. Each Party's promises, including the promise to protect the other's Confidential Information, are sufficient consideration binding both Parties.

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

Ohio Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Ohio Revised Code Section 1333.61)

Defines what qualifies as a trade secret under Ohio's Uniform Trade Secrets Act: information deriving independent economic value from not being generally known or readily ascertainable, and subject to reasonable efforts to maintain its secrecy. Section 1333.61 is the Act's definitions section; remedies and procedural provisions are addressed in their own rows below.

Elements of Trade Secret Status (Ohio Revised Code Section 1333.61(D))

Ohio Revised Code Section 1333.61(D) sets the two-part test for trade secret status: the information must derive independent economic value from not being generally known or readily ascertainable by proper means, and must be the subject of efforts reasonable under the circumstances to maintain its secrecy.

Remedies for Breach (Ohio Revised Code Sections 1333.62 and 1333.63)

Ohio's Uniform Trade Secrets Act lets a court enjoin actual or threatened misappropriation (Section 1333.62) and lets a complainant recover actual loss and unjust enrichment, or a reasonable royalty in place of those, plus up to three times that award for willful and malicious misappropriation (Section 1333.63).

Consent to Ohio Jurisdiction (Ohio Revised Code Section 2307.39)

Ohio Revised Code Section 2307.39 lets contracting parties agree that Ohio courts will hear disputes and bars a court from dismissing or staying such an action on forum non conveniens grounds. It validates the parties' own consent-to-jurisdiction agreement, but does not itself set a default venue rule, and does not apply to a contract for labor or personal services or to a consumer transaction.

Severability (Ohio common law principles of contract interpretation)

Ensures that if any provision is found unenforceable under Ohio law, the remainder of the agreement remains valid. No Ohio statute of general application governs severability of contract provisions; this reflects the common-law drafting convention Ohio courts routinely enforce.

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

Incorporates protections under the federal Defend Trade Secrets Act, which provides additional remedies for misappropriation of trade secrets alongside Ohio's own Uniform Trade Secrets Act.

Electronic Signatures (Ohio Revised Code Section 1306.06, Uniform Electronic Transactions Act, and 15 U.S.C. Section 7001, Electronic Signatures in Global and National Commerce Act)

Acknowledges that an electronic signature or record satisfies any legal signature requirement and that an agreement is not denied effect solely because it was formed electronically, under both Ohio and federal law.

Non-Solicitation and Restrictive Covenant Reasonableness (Raimonde v. Van Vlerah, 42 Ohio St. 2d 21 (1975))

Ohio has no restrictive-covenant statute; any non-solicitation clause or other restraint embedded in an NDA is tested under the common-law reasonableness standard the Ohio Supreme Court set out in Raimonde v. Van Vlerah, 42 Ohio St. 2d 21 (1975): no greater restraint than needed to protect the employer, no undue hardship on the restrained party, and no injury to the public. A court applying Raimonde may modify an overbroad restriction to a reasonable scope rather than voiding it outright.

Compliance with Securities Laws (15 U.S.C. Section 78j(b) and 17 C.F.R. Section 240.10b-5, Securities Exchange Act)

Ensures compliance with federal securities laws when confidential information shared under the NDA may include material non-public information about a publicly traded company; applies only when the underlying transaction touches securities of a reporting company, not a general commercial or personal NDA.

Dispute Resolution (Ohio Revised Code Section 2711.01, Ohio Arbitration Act)

Provides for alternative dispute resolution methods before litigation. Section 2711.01 makes a written arbitration provision valid, irrevocable, and enforceable except on grounds that would revoke any contract, consistent with Ohio's general policy favoring arbitration.

Waiver (Ohio common law principles of waiver)

Clarifies that failure to enforce any provision does not constitute waiver of rights, consistent with Ohio contract principles.

Force Majeure (Ohio common law principles of impossibility and force majeure)

Addresses circumstances beyond the parties' control that may affect performance, consistent with Ohio's contract impossibility and frustration-of-purpose doctrines.

Frequently Asked Questions

A Non-Disclosure Agreement in Ohio 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 Ohio Uniform Trade Secrets Act (Revised Code Sections 1333.61 through 1333.69) regardless of what the NDA itself says.

Ohio has no statute banning non-compete clauses, so an NDA can include one, but it is only enforced to the extent a court finds it reasonable under Raimonde v. Van Vlerah, 42 Ohio St. 2d 21 (1975): no greater than needed to protect the employer's legitimate interest, no undue hardship on the restrained party, and no injury to the public. If a confidentiality clause is broad enough to function as a restraint on someone's ability to work, an Ohio court can narrow it to a reasonable scope rather than striking it entirely.

Not yet. Senate Bill 11, introduced in the Ohio Senate in February 2025, would prohibit employers from entering into non-compete agreements with workers, but it has not passed both chambers or been signed into law. Until it is, Ohio's common-law reasonableness test from Raimonde v. Van Vlerah continues to govern any restrictive covenant, including one embedded in an NDA.

A trade secret misappropriation claim under the Ohio Uniform 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 (Revised Code Section 1333.66). A continuing misappropriation counts as a single claim rather than restarting the clock with each new act. A separate breach-of-contract claim over the NDA itself follows Ohio's ordinary written-contract limitations period.

It can. Ohio has no statute like California's Labor Code Section 2870 that carves out inventions an employee develops on their own time without using company resources. Whatever an Ohio NDA or employment agreement says about assigning inventions is enforced as an ordinary contract term, so the scope depends entirely on how the agreement itself is written.

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

No. An Ohio 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 Ohio Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, plus up to three times that amount and attorney's fees if the misappropriation was willful and malicious.