A Pennsylvania Non-Disclosure Agreement (NDA) establishes a confidential relationship between parties, ensuring that sensitive information remains protected under the state’s laws.

The non-disclosure remains in effect until the confidential information becomes public knowledge or the disclosing party formally releases the other party from their confidentiality obligations, with Pennsylvania providing a legal framework for recourse if the terms are breached.

Governing Laws: Title 12, Ch. 53 §§ 5301 – 5308 (Uniform Trade Secrets Act).
Statute of Limitation: A lawsuit must be filed within three years of a breach of an NDA (§ 5307).
Trade Secret Definition (§ 5302):

“Trade secret.” Information, including a formula, drawing, pattern, compilation including a customer list, program, device, method, technique or process that:

(1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

(2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Are NDAs Enforceable in Pennsylvania?

Yes. NDAs are enforceable in Pennsylvania if they are reasonable and not overly broad. The NDA should clearly specify the confidential information and should be limited in scope and duration to protect legitimate business interests. Pennsylvania courts will generally uphold NDAs that are fair and do not impose excessive restrictions on the receiving party.