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Oregon Non-Disclosure Agreement Requirements

Clearing that wage threshold under ORS 653.295 is only the starting point: the statute also requires the employer to give the employee written notice at least two weeks before the job starts, or wait until a subsequent bona fide advancement, caps the noncompete term at 12 months, requires the employer to have a protectable interest such as trade secret or competitively sensitive business information, and requires a signed written copy of the terms within 30 days after termination.

Introduction

Clearing that wage threshold under ORS 653.295 is only the starting point: the statute also requires the employer to give the employee written notice at least two weeks before the job starts, or wait until a subsequent bona fide advancement, caps the noncompete term at 12 months, requires the employer to have a protectable interest such as trade secret or competitively sensitive business information, and requires a signed written copy of the terms within 30 days after termination. A Non-Disclosure Agreement in Oregon is an ordinary confidentiality contract, mutual or one-way, and is not itself subject to that wage test, but a noncompete bundled into or disguised within an NDA needs to clear it. Trade secrets shared under an Oregon NDA are separately protected by the Oregon Uniform Trade Secrets Act (ORS 646.461 to 646.475), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. The practical effect for drafting is to keep any noncompete-like restriction tied to an employee who currently clears the wage threshold and to the statute's notice and duration limits, and to let the confidentiality terms themselves, not a disguised noncompete, do the work of protecting ordinary trade secrets.

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Key Things to Know

  1. 1

    Trade secret protection in Oregon runs through the Oregon Uniform Trade Secrets Act (ORS 646.461 to 646.475), separate from whatever the NDA itself says.

  2. 2

    Oregon's noncompete statute (ORS 653.295) only binds an employee whose annual gross salary and commissions exceed a wage threshold that is reindexed every year for inflation. The threshold started at $100,533 in 2022 and has risen to $119,541 for 2026, a nearly 19 percent increase in four years.

  3. 3

    An ordinary Oregon NDA is not itself a noncompete and is not subject to ORS 653.295, but a confidentiality provision drafted broadly enough to function as a restriction on future work risks being treated the same way if it is really a noncompete in substance.

  4. 4

    Beyond the wage threshold, ORS 653.295 requires the employer to give the employee written notice at least two weeks before the first day of employment, or wait until a subsequent bona fide advancement of the employee, to have a protectable interest in trade secrets or competitively sensitive business information, to cap the term at 12 months, and to provide a signed written copy of the agreement's terms within 30 days after the employee's termination.

  5. 5

    A trade secret misappropriation claim in Oregon generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (ORS 646.471), and a continuing misappropriation counts as a single claim rather than a new one each time.

  6. 6

    Oregon has no statute limiting what inventions an employer can require an employee to assign, unlike California's Labor Code Section 2870. Invention ownership tied to an Oregon NDA or employment agreement instead follows common-law principles, including whether the employee was specifically hired to invent.

  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 Oregon; which one fits depends on whether the exchange runs both directions, like a partnership discussion, or one direction, like pitching an investor.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Oregon, 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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OREGON NON-DISCLOSURE AGREEMENT

[Party A Name], located in [City], Oregon, and [Party B Name], located in [City], Oregon (together, the "Parties"), enter into this Non-Disclosure Agreement on the terms below.

  1. Purpose. [Describe business purpose, e.g. a joint product pitch the Parties are preparing together] is the reason the Parties will be trading sensitive information, and this Agreement fixes the ground rules for handling what gets shared.

  2. Definition of Confidential Information. "Confidential Information" covers business, technical, or financial information a disclosing Party shares that is labeled confidential or that a reasonable person would treat as confidential under the circumstances, including any trade secret as defined at ORS 646.461(4): information deriving independent economic value from not being generally known, where reasonable efforts under the circumstances keep it secret. Information does not qualify once it becomes public without the receiving Party's fault, was already in the receiving Party's possession, is developed independently, or reaches the receiving Party from a third party under no duty of confidentiality.

  3. Obligations. Confidential Information may be used for no purpose beyond what Section 1 describes, and the receiving Party owes it reasonable care. Passing it outside the receiving Party's own organization takes the disclosing Party's prior written sign-off, with one narrow exception: personnel and advisers who actually need the information to do the work described in Section 1, provided each one has separately agreed to confidentiality obligations no looser than this Agreement's.

  4. Scope Limitation (Oregon-Specific). Oregon does not void confidentiality clauses the way some states void broad trade restraints; instead, ORS 653.295 separately regulates any noncompetition agreement bundled into this or a related agreement, and it is unforgiving on detail. A noncompetition covenant only binds an employee earning above a wage floor the Bureau of Labor and Industries recalculates every year for inflation, a figure that began at $100,533 in 2022 and reached $119,541 for 2026. The statute also requires two weeks' advance written notice (or a subsequent bona fide advancement instead), caps the covenant at 12 months, requires a protectable employer interest such as trade secrets, and requires a signed written copy of its terms within 30 days after termination. This Agreement's confidentiality terms are not a noncompete; any noncompete bundled in must independently satisfy ORS 653.295, whose conditions exempt non-solicitation covenants entirely.

  5. Federal Whistleblower Notice. Immunity for reporting suspected wrongdoing travels with this Agreement: 18 U.S.C. Section 1833(b) shields anyone who confidentially hands a trade secret to a government official or an attorney for the sole purpose of flagging a possible legal violation, or who puts it into a sealed court filing, from criminal and civil trade secret exposure. Skipping this paragraph would strip the disclosing Party of certain Defend Trade Secrets Act remedies, and that alone is why it belongs here.

  6. Term. [X years] from the signing date is the default window for confidentiality duties under this Agreement, but that clock does not apply to anything qualifying as a trade secret under ORS 646.461(4), which stays protected for as long as the secrecy that defines it holds.

  7. Return or Destruction. The receiving Party's copies of Confidential Information, in whatever form they exist, must be returned or destroyed no later than the earlier of the disclosing Party's request or the close of the purpose described in Section 1.

  8. Remedies. Oregon courts may enjoin actual or threatened misappropriation under ORS 646.463, via the restraining-order and preliminary-injunction procedure at ORCP 79, since money damages alone often cannot undo a wrongful disclosure. For a trade secret specifically, ORS 646.465 adds damages for actual loss and unjust enrichment, on top of, not instead of, ordinary contract damages.

  9. Governing Law. The Parties choose Oregon law to govern this Agreement, an election ORS 15.350, Oregon's contract choice-of-law statute, expressly permits; without that choice, ORS 15.360 sends a court to whichever state has the strongest connection to the dispute. Venue follows ORS Chapter 14.

  10. Miscellaneous. Electronic signatures satisfy this Agreement under the Uniform Electronic Transactions Act (ORS 84.001 to 84.061) and the federal ESIGN Act (15 U.S.C. Section 7001). Should a court strike any single provision, everything else in this Agreement keeps operating. What binds the Parties is the mutual exchange of promises here, which Oregon law treats as sufficient consideration.

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

Oregon Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Oregon Revised Statutes (ORS) 646.461)

Clearly defines what constitutes confidential information under Oregon law, including trade secrets as defined in the Oregon Uniform Trade Secrets Act (ORS 646.461 to 646.475).

Trade Secret Protection (Oregon Revised Statutes (ORS) 646.461-646.475)

Addresses the specific requirements for trade secret protection under the Oregon Uniform Trade Secrets Act, including remedies for misappropriation such as injunctive relief and damages.

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

Incorporates protections under the federal Defend Trade Secrets Act, which provides federal jurisdiction and additional remedies for trade secret misappropriation alongside Oregon's own Act.

Economic Espionage Act Provisions (18 U.S.C. Section 1831-1839)

References the federal Economic Espionage Act, which criminalizes trade secret theft undertaken to benefit a foreign power or an economic competitor.

Duration of Confidentiality Obligations (Oregon common law of contracts; ORS 653.295 noncompete duration cap)

Ordinary Oregon contract law lets the Parties set the confidentiality term freely; no Oregon statute governs an NDA's duration. If a noncompete is bundled into this Agreement or a related one, ORS 653.295 independently caps that specific restriction at 12 months from the employee's termination.

Exclusions from Confidential Information (Oregon Revised Statutes (ORS) 646.461(4))

ORS 646.461(4) requires a trade secret to derive value from not being generally known, supporting the exclusion of publicly available information from trade secret status specifically. The statute does not itself enumerate a full exclusions list for a broader contractual definition of Confidential Information; the additional carve-outs for information already known to the receiving Party, independently developed, or rightfully received from a third party are standard drafting conventions addressed in the Agreement's Definition section rather than a separate statutory requirement.

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

Includes the required notice that a person cannot be held liable for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a sealed court filing, as required to preserve the disclosing party's full remedies under the Defend Trade Secrets Act.

Remedies for Breach (Oregon Revised Statutes (ORS) 646.463 and 646.465; Oregon Rules of Civil Procedure Rule 79)

Specifies remedies for a trade secret breach: ORS 646.463 authorizes a court to enjoin actual or threatened misappropriation, ORCP 79 supplies Oregon's procedure for a temporary restraining order or preliminary injunction, and ORS 646.465, added to complete this row, authorizes damages for the disclosing Party's actual loss and the receiving Party's unjust enrichment, available on top of ordinary contract remedies for breach.

Governing Law and Jurisdiction (Oregon Revised Statutes (ORS) Chapter 14, Jurisdiction, Venue and Change of Judge; ORS 15.350 and 15.360, Choice of Law for Contracts)

Establishes Oregon law as governing the Agreement under ORS 15.350, which expressly lets contracting parties choose the governing law, with ORS 15.360 supplying the default rule (the state with the most significant connection to the contract) absent that choice. Venue and jurisdiction between Oregon courts are addressed separately under ORS Chapter 14. Pinpointed to the actual load-bearing sections rather than a vague chapter and section range.

Electronic Signatures Compliance (Oregon Revised Statutes (ORS) 84.001-84.061; 15 U.S.C. Section 7001 et seq.)

Acknowledges that electronic signatures are valid and enforceable for this Agreement under Oregon's Uniform Electronic Transactions Act and the federal ESIGN Act.

Personal Data Protection (Oregon Revised Statutes (ORS) 646A.600 to 646A.628, Oregon Consumer Information Protection Act)

Addresses protection of personal information that may be swept into Confidential Information under this Agreement, including Oregon's security-breach notification duties for businesses. Corrected the statute's name: ORS 646A.600 states the Act 'shall be known as the Oregon Consumer Information Protection Act,' not the 'Consumer Identity Theft Protection Act' name used elsewhere in the dormant data.

Non-Solicitation Provisions (Oregon Revised Statutes (ORS) 653.295(5)(b))

ORS 653.295(5)(b) exempts a covenant not to solicit an employer's employees or solicit or transact business with an employer's customers from the wage-threshold, notice, and 12-month duration conditions the statute imposes on noncompetition agreements.

Modification Requirements (Oregon Revised Statutes (ORS) 41.580, Statute of Frauds)

ORS 41.580 is Oregon's Statute of Frauds, correctly cited, requiring certain categories of agreement, including one not to be performed within a year, to be in writing to be enforceable. It does not independently require every modification to an already-written Oregon contract to be in writing; only a modification falling within one of Section 41.580's own listed categories is compelled to be written by that statute specifically.

Frequently Asked Questions

A Non-Disclosure Agreement in Oregon 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 Oregon Uniform Trade Secrets Act (ORS 646.461 to 646.475) regardless of what the NDA itself says.

It can, but the noncompete portion has to satisfy ORS 653.295 to be enforceable. That means the employee's annual gross salary and commissions must exceed an inflation-indexed wage threshold, currently $119,541 for 2026, the employer must give at least two weeks' written notice before employment starts or wait for a bona fide advancement, the employer must have a protectable interest such as trade secrets, the term cannot exceed 12 months, and the employer must provide a signed written copy of the terms within 30 days after termination. A confidentiality clause in the NDA that is not really a noncompete is not subject to these conditions.

For 2026, an Oregon noncompete agreement only binds an employee whose annual gross salary and commissions at termination exceed $119,541. That figure started at $100,533 in 2022 and is reindexed every year using the Consumer Price Index for All Urban Consumers, West Region, as published by the U.S. Bureau of Labor Statistics. The threshold applies to noncompete agreements under ORS 653.295, not to an ordinary NDA confidentiality clause, but it matters for an NDA that bundles in a noncompete restriction on an employee's future work.

A trade secret misappropriation claim under the Oregon 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 (ORS 646.471). A continuing misappropriation is treated as a single claim rather than a new one each time it continues. A separate breach-of-contract claim over the NDA itself follows Oregon's ordinary written-contract limitations period.

Not automatically, and Oregon has no statute like California's Labor Code Section 2870 that limits this. Oregon's default rule is that an employee retains ownership of an invention, even one related to the employer's business, unless the employee was specifically hired to invent or to solve the particular problem, in which case the invention belongs to the employer under common-law doctrine. Outside that narrow situation, an Oregon employer can require broader invention assignment by contract, since no statute restricts the terms an NDA or employment agreement can include on this point.

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

No. An Oregon 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 Oregon 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.