An Illinois Non-Disclosure Agreement (NDA) is a legally binding document that prevents a party from misusing or sharing sensitive business information without the consent of the disclosing party. It ensures the receiving party keeps trade secrets, business strategies, and other proprietary details confidential during and after a business relationship.

Governing Laws: 765 ILCS 1065 (Illinois Trade Secrets Act)
Statute of Limitation: A lawsuit must be filed within five years of discovering the misappropriation (765 ILCS 1065/7).
Definition of Trade Secret (765 ILCS 1065/2(d)):

“Trade secret” means information, including but not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, that:

Is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and
Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.

Are NDAs Enforceable in Illinois?

Yes, NDAs are enforceable in Illinois. Employers and businesses can use NDAs to protect trade secrets and other proprietary information. Under the Illinois Trade Secrets Act, misappropriation of trade secrets, including unauthorized use or disclosure, is punishable by law.

However, the use of NDAs related to workplace discrimination and harassment has been scrutinized in recent years, though no specific legislative changes have been enacted at the state level to restrict NDAs in these areas.