Illinois Mutual Non-Disclosure Agreement
Illinois enforces a mutual NDA as an ordinary contract and backs it with the Illinois Trade Secrets Act. Two rules stand out. A duty to keep a trade secret confidential does not need an end date to be enforceable, and an NDA required of an employee or job candidate cannot stop truthful reports of unlawful workplace conduct.
What Illinois law does to this document
What Illinois treats as a trade secret
The Illinois Trade Secrets Act protects information that is secret enough to have economic value from not being generally known and that is the subject of reasonable efforts to keep it secret. The definition names technical and non-technical data, financial data, and lists of actual or potential customers or suppliers. Information that fails either part of the test is protected only by the contract itself.
765 ILCS 1065/2(d)Trade secret duties need no time limit
The Act says a contractual duty to maintain secrecy or limit use of a trade secret is not void or unenforceable solely because it lacks a durational or geographical limit. That rule is written for trade secrets. For other confidential information, the fixed confidentiality period in the agreement is the term the parties have to live with.
765 ILCS 1065/8(b)(1)Remedies and the five-year deadline
A court may enjoin actual or threatened misappropriation and award damages for actual loss and unjust enrichment, or a reasonable royalty if neither is proved. Willful and malicious misappropriation allows exemplary damages of up to twice the award, and reasonable attorney's fees may follow. A claim must be filed within 5 years after the misappropriation is discovered or should have been discovered with reasonable diligence.
765 ILCS 1065/3, 1065/4, 1065/5 and 1065/7NDAs given to employees and candidates
Under the Workplace Transparency Act, as amended effective January 1, 2026, a confidentiality term that is a unilateral condition of employment is void to the extent it prevents truthful statements about alleged unlawful employment practices or protected concerted activity. The Act covers prospective employees as well as employees. A negotiated term may go further only if it is in writing, shows bargained-for consideration from both sides, and acknowledges the rights the statute lists, including the right to report to government agencies.
820 ILCS 96/1-25An NDA is not a non-compete
The Illinois Freedom to Work Act regulates covenants not to compete and covenants not to solicit between an employer and an employee. Its definition of a covenant not to compete expressly excludes a confidentiality agreement and an agreement prohibiting use or disclosure of trade secrets. A clause that bars an individual employee from soliciting the employer's workers or customers is a covenant not to solicit under the Act and is void if the employee earns $45,000 a year or less, a floor that rises to $47,500 on January 1, 2027.
820 ILCS 90/5 and 90/10(b)Federal: whistleblower immunity notice
Federal law, not Illinois law, adds one drafting point. The Defend Trade Secrets Act requires an employer to give notice of whistleblower immunity in any contract with an employee, contractor or consultant that governs confidential information. An employer that omits the notice cannot recover exemplary damages or attorney fees under the federal act from that individual.
18 U.S.C. 1833(b)Where people go wrong in Illinois
- Marking everything confidential with no end date, when the statutory exception for open-ended duties covers trade secrets only.
- Giving the generator's mutual NDA to a job candidate or employee as written, when the draft is built for two businesses and does not include the acknowledgment of reporting rights described in 820 ILCS 96/1-25, which should be added first.
- Signing the NDA and then taking no other steps to guard the information, although the Trade Secrets Act asks for reasonable efforts to keep it secret.
How the generator works
Protect confidential information in both directions before a partnership, deal, or hire conversation. Answer a short interview and the draft assembles as you go, with Illinois already set as the governing state. Download it as PDF or Word. No fee. No account.