Illinois NDA Enforceability: A Practical Overview
NDAs in Illinois
Non-disclosure agreements are common throughout Illinois in technology, manufacturing, financial services, and healthcare. They protect proprietary information from unauthorized sharing by employees, contractors, and business partners.
Illinois Law on NDAs
Illinois enforces NDAs under the Illinois Trade Secrets Act (765 ILCS 1065/) and general contract law principles. The state provides robust protection for trade secrets, and NDAs serve as an important complement to statutory protections.
A significant development came with the Illinois Freedom to Work Act (820 ILCS 90/), effective January 2022, which imposed new requirements on restrictive covenants including NDAs in the employment context.
Key Enforceability Factors
- Adequate consideration — Under the Freedom to Work Act, employees must receive at least two years of employment (or equivalent consideration) for a restrictive covenant to be enforceable. This consideration requirement has reshaped how Illinois courts evaluate employment NDAs
- Reasonable scope — The NDA must define confidential information with sufficient specificity. Courts will not enforce agreements that attempt to protect information that is not genuinely confidential
- Compliance with the Freedom to Work Act — Employers must advise employees in writing to consult an attorney before signing, and must provide a 14-day review period
- Not unconscionable — Standard unconscionability defenses apply
Red Flags
- The employer did not provide a 14-day review period or advise you to consult an attorney (required under the Freedom to Work Act)
- You were employed for less than two years and did not receive other adequate consideration
- The NDA restricts disclosure of information that is not truly confidential or proprietary
- There is no carve-out for information you already knew before signing
When to Consult a Lawyer
Consider consulting an Illinois attorney if you signed an NDA without the required advisement period, if you were employed for less than two years, or if the scope seems unreasonably broad. The Freedom to Work Act provides significant new protections for employees.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.