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Wyoming Non-Disclosure Agreement Requirements

Wyoming's 2025 non-compete ban, Wyoming Statute 1-23-108 as enacted by Senate File 107, applies only to contracts signed on or after its July 1, 2025 effective date, does not touch a covenant tied to selling a business, and leaves room for executive, management, and certain relocation-expense provisions; physician non-competes are separately voided under the same statute.

Introduction

Wyoming's 2025 non-compete ban, Wyoming Statute 1-23-108 as enacted by Senate File 107, applies only to contracts signed on or after its July 1, 2025 effective date, does not touch a covenant tied to selling a business, and leaves room for executive, management, and certain relocation-expense provisions; physician non-competes are separately voided under the same statute. It is one of the most sweeping non-compete bans in the country, voiding any covenant not to compete that restricts a person's right to be paid for skilled or unskilled labor, with only narrow exceptions. A Non-Disclosure Agreement in Wyoming is a contract in which one or both parties agree to keep specified information confidential, and it survives this law because of one of those exceptions: Section 1-23-108(a)(ii) keeps a covenant not to compete enforceable to the extent it protects trade secrets, which is exactly the kind of protection an NDA is built to provide. A Wyoming NDA is otherwise an ordinary, enforceable confidentiality contract, mutual or one-way, protecting trade secrets and other sensitive information shared between parties. Trade secrets themselves are protected separately under the Wyoming Uniform Trade Secrets Act (Wyoming Statute 40-24-101 through 40-24-110), and a misappropriation claim generally must be filed within four years of when the misappropriation was discovered or reasonably should have been, a year longer than the three-year period used in many other states. The practical effect for drafting is that a Wyoming NDA's confidentiality definition should stay anchored to actual trade secrets and sensitive information rather than drift into a broader restraint on someone's ability to work, since that broader restraint is exactly what Section 1-23-108 now voids.

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Key Things to Know

  1. 1

    That trade-secret exception runs through the substance of what the NDA actually protects, not its label. An NDA that stays focused on genuine trade secrets and other sensitive information, without functioning as a broader restraint on someone's ability to work afterward, fits within Section 1-23-108(a)(ii) rather than the categories the statute voids.

  2. 2

    Wyoming's 2025 non-compete ban (Wyoming Statute 1-23-108, enacted by Senate File 107, effective July 1, 2025) voids most covenants not to compete that restrict a person's right to be paid for labor, but it carves out a covenant to the extent it protects trade secrets, which is the exception that keeps an NDA's confidentiality terms enforceable.

  3. 3

    Trade secret protection runs through the Wyoming Uniform Trade Secrets Act (Wyoming Statute 40-24-101 through 40-24-110), separate from whatever the NDA itself says.

  4. 4

    A trade secret misappropriation claim in Wyoming generally must be filed within four years of when the misappropriation was discovered or reasonably should have been discovered (Wyoming Statute 40-24-106), a year longer than the three-year period found in many other states' trade secret statutes.

  5. 5

    Wyoming has no employee invention-assignment carve-out statute. Wyoming case law (Preston v. Marathon Oil Co., 277 P.3d 82 (Wyo. 2012)) instead holds that an existing employee's continued at-will employment is, by itself, enough consideration to support a new invention-assignment agreement, without requiring anything extra from the employer.

  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 Wyoming; 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 Wyoming 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 Wyoming, 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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WYOMING NON-DISCLOSURE AGREEMENT

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

  1. Purpose. [Describe the business purpose, e.g., a potential transaction the Parties are discussing] may require either Party to share Confidential Information with the other, on the terms below.

  2. Definition of Confidential Information. "Confidential Information" means any business, technical, or financial information one Party discloses to the other that is marked confidential, or that a reasonable person would treat as confidential given how it was disclosed, including a trade secret as defined at Wyoming Statute 40-24-101(a)(iv) under the Wyoming Uniform Trade Secrets Act. Four categories are excluded: information already available to the public through no fault of the receiving Party, information the receiving Party already lawfully held before disclosure, information the receiving Party develops on its own without using the disclosed material, and information a third party shares without owing anyone a duty to keep it confidential.

  3. Obligations. The receiving Party may use Confidential Information only for the purpose stated in Section 1, must safeguard it with reasonable care, and may not share it outside its own employees, contractors, or advisors who genuinely need it for that purpose and are themselves bound to confidentiality terms at least as strict as this one.

  4. Scope Limitation (Wyoming-Specific). Effective July 1, 2025, Wyoming Statute 1-23-108, enacted by Senate File 107, voids most covenants not to compete that restrict a person's right to be paid for skilled or unskilled labor, except for four listed categories, one of which is subsection (a)(ii): a covenant not to compete "to the extent the covenant provides for the protection of trade secrets" as defined at Wyoming Statute 6-3-501(a)(xi). This Agreement is drafted to sit inside that exception: its confidentiality obligations reach genuine trade secrets and other sensitive information the Parties actually exchange, never a Party's general skill, training, or ability to earn a living once the relationship in Section 1 ends.

  5. Federal Whistleblower Notice. This Agreement's whistleblower language tracks the immunity Congress wrote into the Defend Trade Secrets Act at 18 U.S.C. Section 1833(b): disclosing a trade secret in confidence to a government official or an attorney, solely to report or investigate a suspected legal violation, or filing it under seal in a lawsuit, does not expose the discloser to criminal or civil liability. Skipping this notice can cost a company the Act's exemplary damages and fee remedies, which is why it appears here rather than in a separate policy.

  6. Term. A fixed [X]-year clock applies to the confidentiality duties in this Agreement, starting at signing. Trade secret information ignores that clock: under Wyoming law it stays protected for as long as it actually remains a trade secret, however many years that turns out to be.

  7. Return or Destruction. The receiving Party's duty to return or destroy Confidential Information is triggered two ways: a written request from the disclosing Party, or the natural end of the purpose described in Section 1. Either trigger requires handing back or destroying every copy in the receiving Party's possession.

  8. Remedies. Because a breach here could cause harm that money alone cannot undo, the non-breaching Party may seek an injunction under Wyoming Rule of Civil Procedure 65, in addition to damages. Where the breach involves a trade secret, the Wyoming Uniform Trade Secrets Act adds its own remedies: injunctive relief under Wyoming Statute 40-24-102, and damages under Wyoming Statute 40-24-103 that can include exemplary damages of up to twice the award if the misappropriation was willful and malicious.

  9. Governing Law. The Parties intend Wyoming law to govern this Agreement. Wyoming courts may exercise personal jurisdiction over a dispute arising from it on any basis consistent with the Wyoming and United States constitutions, under Wyoming Statute 5-1-107.

  10. Miscellaneous. Wyoming Statute 40-21-101 through 40-21-119, the state's Uniform Electronic Transactions Act, treats an electronic signature on this Agreement as binding, backed nationally by the federal ESIGN Act at 15 U.S.C. Section 7001. An unenforceable provision does not take the rest of this Agreement down with it; everything else remains binding. Each Party's promise to protect the other's Confidential Information is itself valid consideration for this Agreement.

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

Wyoming Requirements for Non-Disclosure Agreement

Definition of Confidential Information (Wyoming Uniform Trade Secrets Act, Wyo. Stat. Section 40-24-101(a)(iv))

Clearly defines what constitutes confidential information under Wyoming law. The trade secret definition itself lives at Wyo. Stat. 40-24-101(a)(iv), part of the Wyoming Uniform Trade Secrets Act.

Trade Secret Protection (Wyoming Uniform Trade Secrets Act, Wyo. Stat. §§ 40-24-101 to 40-24-110)

Specific provisions addressing the protection of trade secrets in accordance with Wyoming's adoption of the Uniform Trade Secrets Act, including remedies for misappropriation.

Federal Trade Secret Protection (Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq.)

Provisions acknowledging federal protection of trade secrets under the Defend Trade Secrets Act, which provides federal jurisdiction for trade secret misappropriation.

Consideration Clause (Wyoming Common Law of Contracts)

Establishes valid consideration for the NDA as required under Wyoming contract law, which may include mutual promises to maintain confidentiality.

Duration of Confidentiality Obligations (Wyoming Statute 1-23-108 and Wyoming Common Law regarding restrictive covenants)

Specifies the time period for which confidential information must be protected. Effective July 1, 2025, Wyoming Statute 1-23-108, enacted by 2025 Senate File 107, voids most covenants not to compete that restrict a person's right to be paid for skilled or unskilled labor unless the covenant falls within one of four listed exceptions, including protection of trade secrets under subsection (a)(ii). A confidentiality clause's duration should stay tied to genuine trade secret and sensitive-information protection rather than functioning as an indefinite restraint on someone's ability to work.

Permitted Disclosures (Ordinary Contract Law; Wyoming Rules of Civil Procedure and Rules of Evidence)

Outlines circumstances under which disclosure is permitted, such as compliance with a Wyoming court order, subpoena, or other governmental requirement. This is an ordinary contractual carve-out rather than a rule the Wyoming Rules of Civil Procedure or Rules of Evidence themselves impose; those rules govern litigation procedure and evidence admissibility, not a private party's confidentiality obligations.

Injunctive Relief (Wyoming Rules of Civil Procedure, Rule 65)

Provides for injunctive relief in Wyoming courts in the event of breach or threatened breach, acknowledging that monetary damages may be insufficient.

Jurisdiction (Wyoming Statute 5-1-107); Governing Law by Party Agreement

Wyoming Statute 5-1-107 lets a Wyoming court exercise personal jurisdiction over a dispute on any basis consistent with the Wyoming and United States constitutions; it governs jurisdiction and service of process, not choice of law. Governing law is instead established by the Parties' own choice-of-law clause under ordinary Wyoming contract principles, since Wyoming has no default place-of-performance choice-of-law statute comparable to some other states'.

Securities Law Compliance (Securities Act of 1933; Securities Exchange Act of 1934; SEC Rule 10b-5)

Ensures compliance with federal securities laws when sharing financial information with potential investors, including anti-fraud provisions.

Electronic Signatures (Wyoming Uniform Electronic Transactions Act, Wyo. Stat. §§ 40-21-101 to 40-21-119)

Acknowledges the validity of electronic signatures under Wyoming's adoption of the Uniform Electronic Transactions Act.

Severability (Wyoming Common Law regarding contract interpretation)

Provides that if any provision is found unenforceable under Wyoming law, the remainder of the agreement remains in effect.

Whistleblower Protection (Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b))

Includes federally required immunity notice for whistleblowers who disclose trade secrets to government officials or attorneys for reporting suspected violations of law.

Data Privacy Compliance (Wyoming Data Security Breach Laws, Wyo. Stat. §§ 40-12-501 to 40-12-502)

Addresses compliance with Wyoming's data privacy and security laws regarding personal information that may be included in confidential materials.

Non-Circumvention Provisions (Wyoming Common Law regarding unfair competition)

Prevents parties from circumventing the disclosing party to directly contact their clients, suppliers, or partners, consistent with Wyoming's unfair competition laws.

Assignment and Delegation (Wyoming Common Law regarding assignment of contracts)

Addresses whether rights and obligations under the NDA may be assigned or delegated to third parties under Wyoming contract law.

Entire Agreement Clause (Wyoming Common Law regarding parol evidence)

Establishes that the NDA constitutes the entire agreement between parties, superseding prior discussions, in accordance with Wyoming's parol evidence rule.

Modification Requirements (Wyoming Common Law regarding contract modification)

Specifies that modifications to the NDA must be in writing and signed by all parties to be enforceable under Wyoming contract law.

Frequently Asked Questions

A Non-Disclosure Agreement in Wyoming 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 Wyoming Uniform Trade Secrets Act (Wyoming Statute 40-24-101 through 40-24-110) regardless of what the NDA itself says.

Generally yes, if it is limited to protecting trade secrets. Wyoming Statute 1-23-108 voids most covenants not to compete that restrict a person's ability to be paid for labor, but the statute does not apply to a covenant not to compete to the extent it protects trade secrets as defined in Wyoming Statute 6-3-501(a)(xi). An NDA whose confidentiality clause stays focused on genuine trade secrets and sensitive information fits within that exception; one broad enough to functionally stop someone from working in their field does not.

Senate File 107, signed March 19, 2025 and effective July 1, 2025, added Wyoming Statute 1-23-108. It voids any covenant not to compete that restricts a person's right to receive compensation for skilled or unskilled labor, applying only to contracts signed on or after the effective date. It carves out covenants tied to selling a business, covenants protecting trade secrets, certain relocation and training expense-recovery provisions, and covenants covering executive and management personnel and their professional support staff; it also separately voids physician non-competes. Because the trade-secret exception survives, a Wyoming NDA whose confidentiality clause is genuinely about protecting trade secrets is not the kind of contract this law targets.

A trade secret misappropriation claim under the Wyoming Uniform Trade Secrets Act generally must be brought within four years after the misappropriation is discovered, or after it reasonably should have been discovered with reasonable diligence (Wyoming Statute 40-24-106). A continuing misappropriation counts as a single claim rather than restarting the clock with each new use or disclosure. A separate breach-of-contract claim over the NDA itself follows Wyoming's ordinary written-contract limitations period.

Wyoming has no statute excluding an employee's own-time inventions from an assignment clause the way some other states do. Wyoming case law, Preston v. Marathon Oil Co., 277 P.3d 82 (Wyo. 2012), instead holds that an existing at-will employee's continued employment is, by itself, sufficient consideration to support a new invention-assignment agreement, without any additional consideration required from the employer. Whether a Wyoming NDA or related employment agreement reaches an employee's own-time invention depends on how the assignment clause itself is written, 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 a Wyoming investor who is not sharing anything confidential back. Both forms are equally enforceable in Wyoming; the choice is about which structure matches the actual relationship.

No. A Wyoming 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 Wyoming Uniform Trade Secrets Act provides an additional, independent basis for relief, including damages for actual loss and unjust enrichment, and, for willful and malicious misappropriation, exemplary damages up to twice the award, separate from whatever remedies the NDA itself specifies.