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Rhode Island Non-Disclosure Agreement Requirements

Rhode Island's Noncompetition Agreement Act does more than exempt NDAs from its noncompete ban: it affirmatively preserves an employer's right to bind an employee not to share trade secret information, including after the employment relationship ends, so a Rhode Island NDA's confidentiality duties can outlast the employment relationship itself even though a noncompete against a protected worker could not.

Introduction

Rhode Island's Noncompetition Agreement Act does more than exempt NDAs from its noncompete ban: it affirmatively preserves an employer's right to bind an employee not to share trade secret information, including after the employment relationship ends, so a Rhode Island NDA's confidentiality duties can outlast the employment relationship itself even though a noncompete against a protected worker could not. That NDA exclusion runs alongside the Act's ban, effective since January 15, 2020, against four categories of workers, including anyone earning at or below 250% of the federal poverty level. A Non-Disclosure Agreement in Rhode Island is an ordinary contract in which one or both parties agree to keep specified information confidential, and it remains enforceable on its own terms even where a companion noncompete clause would not be. Rhode Island also protects trade secrets separately under its own Uniform Trade Secrets Act (General Laws Sections 6-41-1 through 6-41-11), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. Rhode Island has no statute limiting how an NDA or employment agreement can require an employee to assign inventions to the employer, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. The practical effect for drafting is that a Rhode Island NDA can stay narrowly focused on confidentiality without running into the same restraint-of-trade risk some other states impose, as long as it does not also try to function as a noncompete against one of the four protected categories of workers.

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Key Things to Know

  1. 1

    Trade secret protection runs through the Rhode Island Uniform Trade Secrets Act (General Laws Sections 6-41-1 through 6-41-11), separate from whatever the NDA itself says.

  2. 2

    That exclusion means a Rhode Island NDA's confidentiality provisions are not automatically at risk just because the Act restricts noncompetes. The Act goes further and affirmatively lets an employer bind an employee not to share trade secret information, including after the employment relationship ends (General Laws Section 28-59-3(c)).

  3. 3

    Rhode Island's Noncompetition Agreement Act (General Laws Section 28-59-1 et seq., effective January 15, 2020) bans noncompete agreements against four categories of workers, nonexempt employees, interns and students, workers 18 or younger, and low-wage employees earning at or below 250% of the federal poverty level, but it explicitly excludes nondisclosure and confidentiality agreements from that definition.

  4. 4

    A trade secret misappropriation claim in Rhode Island generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (General Laws Section 6-41-6).

  5. 5

    Rhode Island has no statute limiting an employer's ability to require an employee to assign inventions developed on their own time, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. An invention-assignment clause in a Rhode Island NDA is governed by ordinary contract law rather than a specific statutory carve-out.

  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 Rhode Island; 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 Rhode Island 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 Rhode Island, 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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RHODE ISLAND NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made between [Party A Name], of [City], Rhode Island, and [Party B Name], of [City], Rhode Island, referred to individually below as a "Party."

  1. Purpose. The Parties are considering [describe business purpose, e.g. a potential business relationship], and one or both may need to share Confidential Information with the other to evaluate it.

  2. Definition of Confidential Information. Under Rhode Island's Uniform Trade Secrets Act, General Laws Section 6-41-1, a trade secret draws independent economic value from staying unknown and is protected through efforts reasonable under the circumstances; this Agreement treats that category, plus any other business, technical, or financial material either Party labels confidential or a reasonable person would recognize as such, as Confidential Information. Four exclusions apply regardless of source: material a third party hands over free of any confidentiality duty, material the receiving Party held beforehand, material that later becomes public without the receiving Party's fault, and material the receiving Party works out independently.

  3. Obligations. Within the scope Section 1 describes, the receiving Party may use Confidential Information, must handle it at least as carefully as its own comparably sensitive material, and may pass it only to employees, contractors, or advisors who actually need it and are bound to terms at least as strict as this one.

  4. Scope Limitation (Rhode Island-Specific). Rhode Island's Noncompetition Agreement Act, General Laws Section 28-59-1 et seq., bars enforcing a noncompetition agreement against nonexempt employees, student interns, workers 18 or younger, and low-wage employees earning at or below 250% of the federal poverty level, but Section 28-59-2(8)(vi) excludes nondisclosure and confidentiality agreements from that ban's own definition, and Section 28-59-3(c) separately lets an employer bind an employee not to share trade secret information even after employment ends. That exclusion holds only while this Agreement functions as a genuine confidentiality agreement rather than a disguised restraint on future work, so its obligations reach information meeting Section 2's definition and nothing more, never a Party's general skills, experience, or work performed for someone else.

  5. Federal Whistleblower Notice. The Defend Trade Secrets Act grants immunity: someone who discloses a trade secret to a government official or an attorney in confidence, purely to report or investigate a suspected violation of law, or who files it under seal in a court proceeding, cannot be held criminally or civilly liable for that act. 18 U.S.C. Section 1833(b) requires this notice as a condition of the disclosing Party's ability to recover the Act's full remedies, which is why it is stated here directly.

  6. Term. Rhode Island trade secret status carries no built-in expiration date; anything meeting the Section 6-41-1 definition stays protected only for as long as it actually remains secret. Every other kind of Confidential Information is protected under this Agreement for [X years] measured from the signature date below.

  7. Return or Destruction. Once the disclosing Party requests it in writing, or the Section 1 relationship winds down, the receiving Party must return everything containing Confidential Information or destroy it, and certify that destruction in writing.

  8. Remedies. General Laws Section 6-41-2 lets a court enjoin actual or threatened misappropriation and even order affirmative steps to protect a trade secret; Section 6-41-4 lets the court award attorney's fees to the prevailing side where a claim was brought or resisted in bad faith, or the misappropriation itself was willful and malicious. Both apply on top of, not instead of, ordinary breach-of-contract damages.

  9. Governing Law. Rhode Island has no fixed statutory choice-of-law rule for contracts; courts instead weigh which state has the more significant relationship to the Parties and the transaction, the approach adopted in Woodward v. Stewart (1968) and confirmed to reach even the applicable statute of limitations independent of a general governing-law clause in Webster Bank, N.A. v. Rosenbaum, 268 A.3d 556 (R.I. 2022). The Parties intend Rhode Island law, including its limitations periods, to govern this Agreement and any related dispute.

  10. Miscellaneous. This Agreement becomes binding once each Party has given the other consideration through mutual promise; nothing further is required. Whether a Party signs on paper or electronically makes no difference to validity, since Rhode Island's Uniform Electronic Transactions Act, General Laws Section 42-127.1-1 et seq., and the federal ESIGN Act, 15 U.S.C. Section 7001, both treat an electronic signature as equally binding. If a court later strikes down any one clause as unenforceable, the remaining clauses stand.

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

Rhode Island Requirements for Non-Disclosure Agreement

Trade Secrets Protection (R.I. Gen. Laws Section 6-41-1 et seq.)

Compliance with the Rhode Island Uniform Trade Secrets Act (RIUTSA), which provides legal protection for trade secrets in Rhode Island. The NDA must define trade secrets in accordance with this law and establish safeguards that meet the 'reasonable efforts' standard to maintain secrecy.

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

Acknowledgment of the federal protection available under the DTSA, which provides a federal cause of action for trade secret misappropriation and includes provisions for ex parte seizure orders in extraordinary circumstances. The NDA should include notice of whistleblower immunity provisions required by this law.

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

Recognition that theft of trade secrets may constitute a federal crime under the Economic Espionage Act, providing criminal penalties for trade secret theft intended to benefit foreign entities or for commercial advantage.

Rhode Island Computer Crime Law Compliance (R.I. Gen. Laws Section 11-52-1 et seq.)

Acknowledgment that unauthorized access to computer systems to obtain confidential information may violate Rhode Island's computer crime laws, which prohibit unauthorized access to computer systems and data, including for fraudulent purposes under Section 11-52-2.

Statute of Limitations (R.I. Gen. Laws Section 6-41-6)

Specification that actions for misappropriation under Rhode Island law must be brought within three years after the misappropriation is discovered or should have been discovered through reasonable diligence.

Electronic Signatures (R.I. Gen. Laws Section 42-127.1-1 et seq., Uniform Electronic Transactions Act, and 15 U.S.C. Section 7001 et seq., Electronic Signatures in Global and National Commerce Act)

Recognition that electronic signatures are valid under both Rhode Island's Uniform Electronic Transactions Act and the federal ESIGN Act, allowing for electronic execution of the NDA.

Restrictive Covenant Reasonableness / Noncompetition Agreement Act (R.I. Gen. Laws Section 28-59-1 et seq.)

Ensures that any restrictive covenant embedded in the agreement is reasonable and, more importantly, that the confidentiality provisions themselves are not swept into Rhode Island's Noncompetition Agreement Act, effective January 15, 2020. Section 28-59-2(8)(vi) expressly excludes nondisclosure and confidentiality agreements from the Act's definition of noncompetition agreement, and Section 28-59-3(c) affirmatively preserves an employer's right to bind an employee not to share trade secret information, including after employment ends.

Remedies and Injunctive Relief (R.I. Gen. Laws Section 6-41-2)

Specifies available remedies for breach, including injunctive relief for actual or threatened misappropriation and, in exceptional circumstances, reasonable-royalty conditioning, consistent with Rhode Island's Uniform Trade Secrets Act.

Attorney's Fees Provision (R.I. Gen. Laws Section 6-41-4)

Addresses the allocation of attorney's fees to the prevailing party where a misappropriation claim or a motion to terminate an injunction is brought or resisted in bad faith, or where the underlying misappropriation was willful and malicious.

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

Recognition that certain confidential information may constitute material non-public information under federal securities laws, prohibiting insider trading based on such information.

Privacy Law Compliance (R.I. Gen. Laws Section 11-49.3-1 et seq., Identity Theft Protection Act)

Provisions addressing compliance with Rhode Island's Identity Theft Protection Act and other applicable privacy laws if the confidential information includes personal information of Rhode Island residents.

Data Breach Notification (R.I. Gen. Laws Section 11-49.3-4)

Requirements for notification in the event of a data breach involving confidential information, in compliance with Rhode Island's data breach notification law, including the applicable notification windows and attorney general and credit-bureau reporting thresholds.

Gramm-Leach-Bliley Act Compliance (15 U.S.C. Section 6801 et seq.)

If financial information is involved, acknowledgment of obligations under the GLBA regarding the disclosure of nonpublic personal information by financial institutions.

Health Information Privacy (45 C.F.R. Parts 160 and 164, and R.I. Gen. Laws Section 5-37.3-1 et seq., Confidentiality of Health Care Communications and Information Act)

If health information is involved, provisions ensuring compliance with HIPAA and Rhode Island's health care information confidentiality law regarding the protection of personal health information.

Unfair Trade Practices (R.I. Gen. Laws Section 6-13.1-1 et seq., Deceptive Trade Practices Act)

Recognition that misappropriation of trade secrets or confidential information may constitute an unfair trade practice under Rhode Island's Deceptive Trade Practices Act.

Contractual Statute of Limitations (R.I. Gen. Laws Section 9-1-13)

Section 9-1-13 sets Rhode Island's general ten-year limitations period for civil actions, which applies by default to a breach-of-contract claim over the NDA itself when no more specific statute controls.

Frequently Asked Questions

A Non-Disclosure Agreement in Rhode Island 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 Rhode Island Uniform Trade Secrets Act (General Laws Sections 6-41-1 through 6-41-11) regardless of what the NDA itself says.

It depends on who is being restricted. The Rhode Island Noncompetition Agreement Act (General Laws Section 28-59-1 et seq.) bans noncompete agreements against nonexempt employees, interns and students, employees 18 or younger, and low-wage employees earning at or below 250% of the federal poverty level. Ordinary confidentiality provisions in an NDA are not swept into that ban since the Act excludes nondisclosure and confidentiality agreements from its definition of noncompetition agreement, but a clause that functions as a de facto noncompete against one of those four protected categories can still run into the Act.

No, not to the confidentiality provisions themselves. General Laws Section 28-59-2(8)(vi) explicitly excludes nondisclosure and confidentiality agreements from the statute's definition of noncompetition agreement, and Section 28-59-3(c) affirmatively preserves an employer's right to bind an employee not to share trade secret information, including after the employee is no longer employed.

A trade secret misappropriation claim under the Rhode Island 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 (General Laws Section 6-41-6). A separate breach-of-contract claim over the NDA itself follows Rhode Island's ordinary written-contract limitations period.

Rhode Island has no statute limiting how far an invention-assignment clause can reach, unlike California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington. Whether an invention-assignment provision in a Rhode Island NDA or employment agreement covers something an employee developed entirely on their own time is governed by ordinary contract law and the specific wording of the agreement, not a statutory carve-out.

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 Rhode Island; the choice is about which structure matches the actual relationship.

No. A Rhode Island 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 Rhode Island 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.