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District of Columbia Non-Disclosure Agreement Requirements

There is a notice duty specific to the District: if an employer relies on a written confidentiality or non-disclosure workplace policy, D.C.

Introduction

There is a notice duty specific to the District: if an employer relies on a written confidentiality or non-disclosure workplace policy, D.C. Code Section 32-581.03a requires giving employees a written copy of that policy within 30 days of hire, within 30 days of the law's October 1, 2022 effective date, and any time the policy changes. That duty exists precisely because D.C. Code Section 32-581.01(15) otherwise carves confidentiality and proprietary-information provisions out of the very definition of a banned 'non-compete provision,' even though the District has one of the broadest non-compete bans in the country. A Non-Disclosure Agreement in DC is otherwise an ordinary contract in which one or both parties agree to keep specified information confidential, mutual or one-way, and it is not subject to the compensation-threshold restrictions that the Ban on Non-Compete Agreements Amendment Act of 2020, as clarified by the Non-Compete Clarification Amendment Act of 2022, places on actual non-compete clauses. Trade secrets shared under a DC NDA are separately protected by the District of Columbia Uniform Trade Secrets Act (D.C. Code Sections 36-401 through 36-410), and a misappropriation claim generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered. The District has no statute giving employees an invention-assignment carve-out comparable to California's, so any invention-assignment language in a DC NDA or employment agreement is governed by ordinary contract law rather than a statutory override.

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Key Things to Know

  1. 1

    If a DC employer relies on a written confidentiality or non-disclosure workplace policy rather than (or alongside) a signed NDA, D.C. Code Section 32-581.03a requires giving employees a written copy of that policy within 30 days of hire, within 30 days of October 1, 2022, and any time the policy changes.

  2. 2

    The District of Columbia's Ban on Non-Compete Agreements Amendment Act (D.C. Code Section 32-581.01 et seq.), one of the broadest non-compete bans in the country, explicitly excludes a provision protecting an employer's confidential or proprietary information from the definition of a banned 'non-compete provision,' so an ordinary DC NDA is not the kind of contract the ban targets.

  3. 3

    DC still allows non-compete provisions for a narrower category of 'highly compensated employees,' defined by a minimum qualifying annual compensation of $150,000, or $250,000 for a medical specialist, adjusted annually for inflation starting in 2024. That threshold governs non-compete clauses, not the confidentiality obligations in an NDA, which are excluded from the non-compete definition entirely.

  4. 4

    Trade secret protection in DC runs through the District of Columbia Uniform Trade Secrets Act (D.C. Code Sections 36-401 through 36-410), separate from whatever the NDA itself says.

  5. 5

    A trade secret misappropriation claim in DC generally must be filed within three years of when the misappropriation was discovered or reasonably should have been discovered (D.C. Code Section 36-406), and a continuing misappropriation counts as a single claim rather than resetting the clock with each new act.

  6. 6

    The District of Columbia has no statute giving employees an invention-assignment carve-out. Unlike California's Labor Code Section 2870 or the comparable statutes in a handful of other states, what a DC NDA or employment agreement can require an employee to assign is governed by the contract's own terms and ordinary contract law.

  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 the District of Columbia. Which one fits depends on whether the exchange runs both directions, like a partnership discussion, or one direction, like pitching an investor.

  8. 8

    A DC court can order injunctive relief to stop an ongoing or threatened breach of a valid NDA, in addition to any damages the disclosure caused, and a trade secret claim under the District of Columbia Uniform Trade Secrets Act can separately recover damages for actual loss and unjust enrichment.

Key decisions before you file

Before you file a Non-Disclosure Agreement in Washington Dc, 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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DISTRICT OF COLUMBIA NON-DISCLOSURE AGREEMENT

[Party A Name] and [Party B Name], each maintaining a business address in the District of Columbia (each a "Party"), enter into this Non-Disclosure Agreement in connection with [describe business purpose, e.g. discussions about a potential business relationship].

  1. Purpose. Either Party may disclose Confidential Information to the other for that stated purpose, and this Agreement governs how it must be handled.

  2. Definition of Confidential Information. "Confidential Information" means non-public technical, financial, or business information a Party discloses to the other, whether marked confidential or plainly understood as such from the surrounding circumstances, and it includes any trade secret as the District of Columbia Uniform Trade Secrets Act (D.C. Code Section 36-401) defines that term. This definition excludes: material the receiving Party already possessed before this Agreement, material that turns public for reasons having nothing to do with the receiving Party, material a third party passes along without itself owing any confidentiality duty, and material the receiving Party works out independently.

  3. Obligations. Confidential Information may reach the receiving Party's own staff and outside advisors, limited to those who actually need it to carry out the Section 1 purpose and who have already committed, in writing, to protect it under terms no looser than this Agreement's own. Beyond that circle, nothing moves to a third party without the disclosing Party's sign-off, and the receiving Party owes the information reasonable care throughout.

  4. Scope Limitation (District-Specific). D.C. Code Section 32-581.01(15)(B)(i) removes a provision restricting an employee's disclosure, use, sale, or access of an employer's confidential or proprietary information from the statutory definition of a banned "non-compete provision," even though the District's Ban on Non-Compete Agreements Amendment Act is among the broadest such bans nationally. Staying inside that carve-out, this Agreement obligates the receiving Party only as to confidential and proprietary information defined above, never as to the professions, employers, or industries the receiving Party may pursue afterward.

  5. Confidentiality Policy Notice (District-Specific). Where a Party is an employer relying on a written workplace policy, instead of or alongside this signed Agreement, to establish confidentiality duties covered by the Section 32-581.01(15) exceptions, D.C. Code Section 32-581.03a requires giving each affected employee a written copy within 30 days of hire, within 30 days of the policy's effective date, and again whenever it changes.

  6. Federal Whistleblower Notice. The Defend Trade Secrets Act conditions a disclosing Party's access to exemplary damages and fee-shifting on this Agreement carrying the following notice, so it is stated directly: 18 U.S.C. Section 1833(b) immunizes a person, criminally and civilly, when a trade secret is passed in confidence to a government official or a private lawyer for the narrow purpose of flagging a suspected violation of law. That same immunity covers a trade secret included in a court filing that is sealed rather than made public.

  7. Term. Information meeting the District's definition of a trade secret keeps its protection under this Agreement for as long as it holds that status, while every other confidentiality duty here runs on a fixed [X years] clock starting from the date above.

  8. Return or Destruction. Two things end the receiving Party's custody of Confidential Information: a written request from the disclosing Party, or the natural close of the Section 1 purpose. Once either happens, the receiving Party must return or destroy each copy it holds and confirm in writing that this is done.

  9. Remedies. A trade secret claim under this Agreement lets the disclosing Party pursue an injunction under D.C. Code Section 36-402, plus damages and whatever else the District of Columbia Uniform Trade Secrets Act provides. A lesser breach, one that does not rise to misappropriating a trade secret, still leaves ordinary contract damages available.

  10. Governing Law. District of Columbia law governs this Agreement's interpretation and enforcement, consistent with local courts applying District law where a contract is formed and centered here and no other jurisdiction has a stronger claim to it.

  11. Miscellaneous. An electronically delivered signature is as valid as a handwritten one here; the District of Columbia Uniform Electronic Transactions Act (D.C. Code Section 28-4906) and the federal ESIGN Act (15 U.S.C. Section 7001) both say so. Losing one provision to unenforceability does not take down the rest of this Agreement. Each Party's promise to guard the other's information is traded for a matching promise back, which is exactly the consideration the District's common law demands for a binding contract.

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

Frequently Asked Questions

A Non-Disclosure Agreement in the District of Columbia 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 District of Columbia Uniform Trade Secrets Act (D.C. Code Sections 36-401 through 36-410) regardless of what the NDA itself says.

The two are treated separately under DC law. D.C. Code Section 32-581.01(15) defines 'non-compete provision' to exclude a provision that prohibits or restricts an employee from disclosing, using, selling, or accessing the employer's confidential or proprietary information, so a genuine confidentiality obligation in an NDA is not itself the kind of non-compete provision the Ban on Non-Compete Agreements Amendment Act of 2020 restricts. Actual non-compete clauses are banned for most workers as of October 1, 2022, and remain usable only for a narrower category of highly compensated employees.

No, not through the non-compete statute itself. Because D.C. Code Section 32-581.01(15) excludes confidentiality and proprietary-information provisions from the definition of a banned non-compete provision, the ban's voidance and private-right-of-action mechanism does not directly reach an NDA's confidentiality clause the way it would an actual covenant not to compete.

Yes, if the policy is a written workplace policy rather than an individually negotiated agreement. D.C. Code Section 32-581.03a requires an employer with a written confidentiality or non-disclosure workplace policy to give employees a copy within 30 days of accepting employment, within 30 days of the law's October 1, 2022 effective date, and any time the policy changes.

A trade secret misappropriation claim under the District of Columbia 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 (D.C. Code Section 36-406). 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 DC's ordinary written-contract limitations period.

There is no District of Columbia statute addressing this, unlike California's Labor Code Section 2870 or similar statutes in a handful of other states. Whether a DC NDA or employment agreement can reach an invention an employee developed on their own time depends on how the agreement itself is written and on ordinary contract law, not on 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 the District of Columbia; the choice is about which structure matches the actual relationship.

No. A DC Non-Disclosure Agreement 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 District of Columbia 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.