Washington State NDA Enforceability: Current Rules
NDAs in Washington State
Non-disclosure agreements are central to Washington's technology, aerospace, and life sciences industries. With major technology companies headquartered in the state, NDAs protect everything from software architectures to business strategies.
Washington's Legal Framework
Washington follows the Washington Uniform Trade Secrets Act (RCW 19.108) for trade secret protection. NDAs provide contractual protections that complement this statute.
Washington has taken a particularly employee-friendly approach in recent years. The Washington Non-Compete Act (RCW 49.62), effective January 2020, imposed restrictions on non-compete agreements and established income thresholds below which non-competes are void. While this law primarily targets non-compete clauses, its principles influence how courts view related restrictive covenants.
Enforceability Considerations
- Reasonable scope and specificity — The NDA must clearly define what constitutes confidential information. Washington courts will not enforce vague or overbroad provisions
- Connected to legitimate business interests — The NDA must protect genuine trade secrets or proprietary information, not general skills or industry knowledge
- Not functioning as a non-compete — Given Washington's restrictive stance on non-competes, an NDA that effectively prevents someone from working in their field may be challenged under the principles of the Non-Compete Act
- Adequate consideration — Employment or access to confidential information generally satisfies this requirement
Red Flags
- The NDA is so broad that it effectively prevents you from working for any competitor (functioning as a disguised non-compete)
- Confidential information includes open-source technologies or publicly documented APIs
- The agreement lacks standard exceptions for independently developed information or information obtained from third parties
- No whistleblower protection carve-out for reporting potential violations of law
When to Consult a Lawyer
Consider consulting a Washington attorney if your NDA appears to function as a non-compete, especially if your income is below the Non-Compete Act's threshold. A lawyer can also assess whether the NDA's definition of confidential information is unreasonably broad.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.