By Tony N. Woolard, Connecticut attorney and founder of Harborage Law, PLLC. Updated October 2026.
A non-disclosure agreement (NDA) protects the information that gives your business its edge, from customer lists to recipes to software. Here is what a well-drafted NDA should cover, with the Connecticut and federal rules worth knowing.
Short answer
A strong NDA clearly defines the confidential information, limits how the receiving party may use it, sets how long the obligations last, and explains what happens to the information when the relationship ends. If the agreement is with an employee, contractor, or consultant and covers trade secrets or other confidential information, federal law requires the employer to give notice of whistleblower immunity (18 U.S.C. Section 1833(b)(3)).
What an NDA should include
The parties. Who is sharing information, who is receiving it, and whether the obligations run one way (unilateral) or both ways (mutual).
A clear definition of confidential information. Specific categories, such as pricing, customer lists, product plans, and source code, plus how information must be marked or identified.
Exclusions. Information that is already public, already known to the recipient, or independently developed.
Permitted use. The specific purpose for which the information may be used, and nothing more.
Duration. How long the confidentiality obligations last.
Return or destruction. What the recipient must do with the information when the relationship ends.
Required notices. The federal whistleblower immunity notice when the agreement is with an employee, contractor, or consultant.
Governing law. Which state's law applies.
Protecting trade secrets in Connecticut
Connecticut's Uniform Trade Secrets Act defines a trade secret as information, such as a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data, or customer list, that (1) derives independent economic value from not being generally known or readily ascertainable by others who could profit from it, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Conn. Gen. Stat. Section 35-51(d)).
The federal whistleblower notice
Under the Defend Trade Secrets Act, an employer must give notice of whistleblower immunity in any contract or agreement with an employee that governs the use of a trade secret or other confidential information. For this rule, "employee" includes any individual performing work as a contractor or consultant. An employer that does not give the notice may not be awarded exemplary damages or attorney fees under the Act against an employee who did not receive it (18 U.S.C. Section 1833(b)(3) and (b)(4)).
A limit on pre-dispute NDAs
Under the federal Speak Out Act, with respect to a sexual assault dispute or sexual harassment dispute, no nondisclosure or nondisparagement clause agreed to before the dispute arises is judicially enforceable in instances in which conduct is alleged to have violated federal, tribal, or state law (42 U.S.C. Section 19403).
Frequently asked questions
Should I use a mutual or one-way NDA?
Use a mutual NDA when both sides will share confidential information, and a one-way NDA when only one side will.
Do I need an NDA with independent contractors?
If a contractor will see confidential information, an NDA, or confidentiality terms in the contractor agreement, helps protect it. Our guide on independent contractor agreements in Connecticut covers the other terms to include.
Is a free NDA template enough?
Sometimes, for a simple one-time disclosure. A template may not include the definition, exclusions, and required notices that fit your situation. Our article on online contract templates explains when they work and when they do not.
Need an NDA?
Harborage Law drafts and reviews non-disclosure and confidentiality agreements for Connecticut businesses, with flat fees quoted in writing before any work begins. You can learn about our contract and IP agreement services or book a free consultation.
This article is general information, not legal advice, and reading it does not create an attorney-client relationship.
