Ohio Non-Disclosure Agreement Requirements

Introduction

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.

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.