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Washington Non-Disclosure Agreement Requirements

RCW 49.62 requires written disclosure of a noncompete's terms no later than when the job offer is accepted, and presumes any restraint lasting more than 18 months after employment ends is unreasonable, on top of the income thresholds it sets for enforcement.

Introduction

RCW 49.62 requires written disclosure of a noncompete's terms no later than when the job offer is accepted, and presumes any restraint lasting more than 18 months after employment ends is unreasonable, on top of the income thresholds it sets for enforcement. A Washington Non-Disclosure Agreement is a different kind of contract, an ordinary agreement in which one or both parties agree to keep specified information confidential, and RCW 49.62 says so directly: its definition of noncompetition covenant expressly excludes confidentiality agreements and covenants protecting trade secrets or inventions. Washington regulates noncompetition covenants more specifically than most states through RCW 49.62, which currently voids them against employees earning below an annually adjusted income threshold, $126,858.83 per year for 2026, and against independent contractors earning below a separate, higher threshold, $317,147.09 per year for 2026, and which is being phased out entirely: under House Bill 1155, signed March 23, 2026, all noncompetition covenants become void and unenforceable statewide starting June 30, 2027. Trade secrets shared under a Washington NDA are separately protected by the Washington Uniform Trade Secrets Act, RCW 19.108.010 through 19.108.940, and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been. Washington is also one of a shorter list of states with an employee invention-assignment carve-out: RCW 49.44.140 voids any employment-agreement provision requiring an employee to assign an invention developed entirely on their own time, without the employer's equipment, supplies, or trade secret information, unless the invention relates to the employer's business or research. The practical effect for drafting is that a properly scoped Washington NDA can protect real confidential information and trade secrets without triggering RCW 49.62 at all, so long as it does not fold in a separate restraint on where or for whom someone can work afterward.

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Key Things to Know

  1. 1

    RCW 49.62's own definition of noncompetition covenant expressly excludes confidentiality agreements and covenants prohibiting use or disclosure of trade secrets or inventions, so an ordinary Washington NDA is not itself governed by this chapter. It still applies to any true competitive restraint an employer bundles into the same document, which must be disclosed in writing no later than when the job offer is accepted and is presumed unreasonable past 18 months.

  2. 2

    Washington's noncompete statute, RCW 49.62, currently voids a noncompetition covenant against an employee earning less than $126,858.83 per year for 2026 (an inflation-adjusted figure updated annually) or against an independent contractor earning less than $317,147.09 per year for 2026, and Washington is phasing the law out entirely: House Bill 1155, signed March 23, 2026, voids all noncompetition covenants statewide starting June 30, 2027, regardless of income or when they were signed.

  3. 3

    Trade secret protection runs through the Washington Uniform Trade Secrets Act, RCW 19.108.010 through 19.108.940, separate from whatever the NDA itself says.

  4. 4

    A trade secret misappropriation claim in Washington generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered, and a continuing misappropriation is treated as a single claim rather than restarting that clock (RCW 19.108.060).

  5. 5

    If a Washington NDA is used in an employment relationship and asks someone to assign inventions to the employer, RCW 49.44.140 keeps it from reaching an invention developed entirely on the employee's own time without the employer's equipment or trade secrets, unless the invention relates to the employer's business or research, and requires the employer to give the employee written notice of that limit when the agreement is signed.

  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 Washington; 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 Washington 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 Washington, 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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WASHINGTON NON-DISCLOSURE AGREEMENT

[Party A Name] of [City], Washington and [Party B Name] of [City], Washington (each a "Party") enter into this Non-Disclosure Agreement as follows.

  1. Purpose. [Party A] and [Party B] anticipate exchanging sensitive information in connection with [describe business purpose, e.g. a potential business relationship the Parties are exploring], and this Agreement sets the terms on which that information stays confidential.

  2. Definition of Confidential Information. "Confidential Information" means business, technical, or financial information one Party discloses that is marked confidential, or that a reasonable person would treat as confidential given the circumstances, including any trade secret meeting the two-part test in the Washington Uniform Trade Secrets Act (RCW 19.108.010): deriving independent economic value from not being generally known, and kept secret through reasonable efforts. Excluded regardless of how it was shared: information already public through no act of the receiving Party, information it already possessed, information it independently develops, and information a third party discloses without owing confidentiality.

  3. Obligations. The receiving Party will use Confidential Information solely for the Section 1 purpose, guard it with reasonable care, and withhold it from third parties absent the disclosing Party's prior written consent, except employees, contractors, or advisors who need it for that purpose and are themselves bound to terms no weaker than this Agreement's.

  4. Scope Limitation (Washington-Specific). RCW 49.62.010(3)(e) excludes confidentiality agreements and any covenant against using or disclosing trade secrets or inventions from the statutory definition of "noncompetition covenant," so this Agreement falls entirely outside RCW 49.62's income thresholds, advance-disclosure rule, and eighteen-month unreasonableness presumption. That exclusion keeps mattering once House Bill 1155, enacted March 23, 2026, voids every remaining noncompetition covenant statewide effective June 30, 2027 regardless of income or signing date: this Agreement protects confidentiality and trade secrets, not where or for whom a person may work, and the Parties agree it will not be read otherwise.

  5. Invention Assignment (Washington-Specific). RCW 49.44.140 keeps any invention-assignment duty here from reaching an invention developed entirely on an employee's own time without the employer's equipment, supplies, facilities, or trade secret information, unless the invention relates to the employer's business or anticipated research, or grew out of work performed for the employer; a broader clause is void to that extent. The same section requires the employer to give written notice of this limit when the agreement is signed, and this Agreement's execution serves as that notice.

  6. Federal Whistleblower Notice. 18 U.S.C. Section 1833(b) of the Defend Trade Secrets Act immunizes a person from criminal and civil trade secret liability 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. Congress conditioned an employer's access to exemplary damages and fees under the Act on giving this notice, which is why it appears here.

  7. Term. Confidentiality obligations here run [X years] from signing, except that anything meeting the Washington Uniform Trade Secrets Act's definition of a trade secret stays protected for as long as it remains one.

  8. Return or Destruction. On request, or once the purpose in Section 1 concludes, the receiving Party will return or destroy all Confidential Information it holds, including copies, and confirm having done so if asked.

  9. Remedies. A trade secret breach entitles the disclosing Party to an injunction, and a reasonable royalty for past use, under RCW 19.108.020, plus damages and, for willful or malicious misappropriation, exemplary damages and fees under RCW 19.108.030 and .040. A breach short of trade secret status still supports an injunction and ordinary contract damages.

  10. Governing Law. Washington law governs this Agreement. Absent an effective choice of law, Washington courts apply the law of the state with the most significant relationship to the contract, per Potlatch No. 1 Federal Credit Union v. Kennedy, 76 Wn.2d 806 (1969); naming Washington law here settles that question.

  11. Miscellaneous. An electronic signature binds a Party under the Washington Uniform Electronic Transactions Act (RCW 1.80) and the federal ESIGN Act (15 U.S.C. Section 7001). If a court holds any provision unenforceable, every remaining provision stays in force. Each Party's promises here, including the mutual exchange of confidentiality obligations, supply the consideration needed to bind both sides.

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

Washington Requirements for Non-Disclosure Agreement

Definition of Confidential Information (RCW 19.108.010)

Clearly defines what constitutes confidential information under Washington law, including trade secrets as defined in the Washington Uniform Trade Secrets Act (WUTSA).

Trade Secret Protection (RCW 19.108.020 through 040)

Addresses the specific remedies available for trade secret misappropriation under Washington law: injunctive relief, damages for actual loss and unjust enrichment, and attorney's fees for willful or malicious conduct.

Federal Defend Trade Secrets Act Compliance (18 U.S.C. Section 1836 et seq. and Section 1833(b))

Incorporates protections under the federal Defend Trade Secrets Act, including the Section 1833(b) notice of immunity for confidentially disclosing a trade secret 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 remedies under the Act.

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

Addresses federal protections against theft of trade secrets, including criminal penalties that may apply.

Injunctive Relief (RCW 19.108.020)

Provides for injunctive relief, including a continuing injunction and conditional future-use royalty in appropriate cases, consistent with Washington's remedies for trade secret misappropriation.

Electronic Signatures Compliance (RCW 1.80, Washington Uniform Electronic Transactions Act, and 15 U.S.C. Section 7001 et seq., federal ESIGN Act)

Ensures the NDA complies with both Washington's current Uniform Electronic Transactions Act and the federal ESIGN Act for electronic signatures.

Consumer Protection Act Considerations (RCW 19.86.010 et seq.)

Addresses compliance with Washington's Consumer Protection Act to prevent unfair or deceptive practices in business transactions.

Non-Compete Limitations (RCW 49.62.010(3)(e), RCW 49.62.020, and RCW 49.62.030)

Confirms that RCW 49.62.010(3)(e) excludes confidentiality agreements and covenants prohibiting use or disclosure of trade secrets or inventions from the statutory definition of noncompetition covenant, and that any actual competitive restraint bundled into an employment agreement remains separately governed by RCW 49.62.020's income threshold and disclosure rule for employees and RCW 49.62.030's separate, higher threshold for independent contractors, both of which House Bill 1155 (signed March 23, 2026) will void entirely for all workers effective June 30, 2027.

Data Privacy Compliance (RCW 19.255.010 et seq. and 16 CFR Part 314)

Addresses compliance with Washington's data breach notification law and the federal FTC Safeguards Rule when confidential information includes personal data.

Disclosure to Government Agencies (17 CFR 240.21F-17)

Clarifies that nothing in the agreement prevents disclosure of information to government agencies, consistent with SEC Rule 21F-17's prohibition on impeding communications with the Securities and Exchange Commission.

Statute of Limitations (RCW 4.16.040)

Addresses the six-year time period within which an action on a written contract, including breach of this Agreement, must be brought under Washington law.

Attorney's Fees Provision (RCW 4.84.330)

Provides for recovery of attorney's fees by the prevailing party in any dispute over a contract that specifically allows for fee-shifting, consistent with Washington's reciprocal attorney's-fees statute.

Frequently Asked Questions

A Non-Disclosure Agreement in Washington 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 Washington Uniform Trade Secrets Act (RCW 19.108.010 through 19.108.940) regardless of what the NDA itself says.

Washington's noncompete statute, RCW 49.62, defines noncompetition covenant to exclude confidentiality agreements and covenants protecting trade secrets or inventions, so an ordinary NDA is not itself treated as a noncompete. If a Washington NDA does fold in an actual restraint on where or for whom someone can work, that restraint is governed by RCW 49.62: it must be disclosed in writing no later than when the job offer is accepted, is void against an employee earning under the annually adjusted income threshold, and is presumed unreasonable if it lasts longer than 18 months.

For 2026, a noncompetition covenant is void and unenforceable against an employee earning less than $126,858.83 per year, and void against an independent contractor earning less than $317,147.09 per year, from the party seeking to enforce it. These figures are the 2019 base amounts of $100,000 and $250,000, adjusted annually for inflation by the Washington Department of Labor and Industries under RCW 49.62.040.

Yes, on a phased timeline. House Bill 1155, signed into law March 23, 2026, amends RCW 49.62.020 so that beginning June 30, 2027, all noncompetition covenants become void and unenforceable statewide, regardless of income or when they were signed, and employers must notify affected workers by October 1, 2027. Confidentiality agreements and trade-secret covenants were never noncompetition covenants under this chapter and are unaffected by the ban.

A trade secret misappropriation claim under the Washington 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 (RCW 19.108.060). A separate breach-of-contract claim over the NDA itself follows Washington's ordinary written-contract limitations period.

No, not automatically. RCW 49.44.140 excludes an invention the employee developed entirely on their own time, without using the employer's equipment, supplies, facilities, or trade secret information, unless the invention relates to the employer's business or actual or demonstrably anticipated research, or resulted from work the employee performed for the employer. The employer must also give the employee written notice of this limit at the time an invention-assignment agreement is signed, and a provision that tries to reach further is against public policy and unenforceable.

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

No. A Washington 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 Washington 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.