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Pennsylvania Non-Disclosure Agreement
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Pennsylvania at a glance: Trade Secret Law: Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S. § 5301 et seq. · Blue Pencil Doctrine: Courts may modify overly broad provisions · Enforceability: Enforceable if reasonable in scope and duration
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Overview
Non-Disclosure Agreements in Pennsylvania
Pennsylvania enforces NDAs under general contract law and has adopted the Uniform Trade Secrets Act. Confidentiality restrictions must be reasonable in scope and duration to be enforceable.
Pennsylvania courts apply the blue pencil doctrine, allowing them to modify overly broad confidentiality or non-compete provisions rather than voiding the entire agreement.
Key Facts
Pennsylvania Non-Disclosure Agreement — Quick Reference
| Requirement | Pennsylvania Rule |
|---|---|
| Trade Secret Law | Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S. § 5301 et seq. |
| Blue Pencil Doctrine | Courts may modify overly broad provisions |
| Enforceability | Enforceable if reasonable in scope and duration |
| Notarization | Not required |
| Typical Duration | 1–5 years; indefinite for trade secrets |
Legal Requirements
Pennsylvania Legal Requirements
- Restrictions must be reasonable in scope, time, and geographic area.
- Must protect a legitimate business interest such as trade secrets or confidential information.
- Courts may modify (blue pencil) unreasonable provisions rather than voiding the entire agreement.
- Cannot prevent disclosure of illegal conduct or activity protected under federal labor law.
Governing Laws
Pennsylvania Governing Laws
12 Pa. C.S. § 5301 et seq.
Pennsylvania Uniform Trade Secrets Act
Defines trade secrets and provides remedies for misappropriation, including injunctive relief and damages, in Pennsylvania.
Read the full text of these laws at Cornell Law School's Pennsylvania legal resources or your state legislature's official website.
Questions & Answers
Pennsylvania Non-Disclosure Agreement — Frequently Asked Questions
Are NDAs enforceable in Pennsylvania?
Yes. Pennsylvania enforces NDAs that are reasonable in scope and duration and that protect a legitimate business interest.
Can Pennsylvania courts modify an overly broad NDA?
Yes. Pennsylvania follows the blue pencil doctrine, allowing courts to narrow unreasonable provisions rather than voiding the entire agreement.
Does Pennsylvania have a trade secrets statute?
Yes. The Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301 et seq.) provides remedies for misappropriation of confidential information.