What an NDA can’t stop

Some disclosures are protected by law no matter what the contract says. Pick a situation to see which rule applies and where it comes from.

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The Speak Out Act (2022)

For a sexual assault or sexual harassment dispute, “no nondisclosure clause or nondisparagement clause agreed to before the dispute arises shall be judicially enforceable in instances in which conduct is alleged to have violated Federal, Tribal, or State law” (42 U.S.C. § 19403(a)). The Act expressly preserves the ability to protect trade secrets and proprietary information (§ 19403(d)) and lets states keep laws that are at least as protective (§ 19403(b)).

The DTSA immunity notice

The Defend Trade Secrets Act of 2016 added 18 U.S.C. § 1833(b). An individual can’t be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. Employers must give notice of this immunity in any agreement with an employee that governs trade secrets or confidential information (§ 1833(b)(3)); “employee” includes contractors and consultants (§ 1833(b)(4)). Without the notice, the employer can’t recover exemplary damages or attorney fees under the DTSA against that employee. Every NDAForge template includes the notice.

SEC Rule 21F-17

“No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement” with respect to such communications (17 CFR § 240.21F-17(a)).

NLRA Section 7 (29 U.S.C. § 157)

Most private-sector, non-supervisory employees have a federally protected right to discuss wages, hours and working conditions. Employee templates here say so expressly.

State rules (examples)

California: Government Code § 12964.5 makes it unlawful to require an employee to sign an agreement denying the right to disclose information about unlawful acts in the workplace, and requires specific carve-out wording in provisions that restrict discussing workplace conditions. Washington: RCW 49.44.211 voids employer–employee provisions barring discussion of conduct the employee reasonably believes is illegal discrimination, harassment, retaliation, a wage and hour violation or sexual assault. Other states have their own rules; check the state where the worker is based.

Sources: 42 U.S.C. §§ 19401–19404 and 18 U.S.C. § 1833 (Cornell Legal Information Institute); 17 CFR § 240.21F-17 (Cornell LII); Cal. Gov. Code § 12964.5 (leginfo.legislature.ca.gov); RCW 49.44.211 (app.leg.wa.gov). Checked September 2026.

A template, not legal advice. NDAForge generates standard-form documents from your answers. It is not a law firm and doesn’t review your situation. Laws differ by state and country; for high-value deals, employment matters or anything unusual, have a licensed attorney review the agreement before anyone signs.

Frequently asked questions

What is the Speak Out Act?

A federal law signed on December 7, 2022 (Public Law 117-224, 42 U.S.C. §§ 19401–19404). It makes nondisclosure and nondisparagement clauses agreed to before a dispute arises judicially unenforceable in sexual assault and sexual harassment disputes. It does not stop employers protecting trade secrets or proprietary information, and it doesn’t override state laws that protect speech at least as much.

Does the Speak Out Act apply to settlement agreements?

The Act covers clauses agreed to before the dispute arises. NDAs negotiated as part of settling an existing claim fall outside it, though some state laws restrict those too.

What is the DTSA whistleblower immunity notice?

The Defend Trade Secrets Act gives individuals immunity for disclosing trade secrets in confidence to government officials or an attorney to report a suspected violation of law, or in a sealed court filing. Employers must give notice of this immunity in any agreement with an employee (including contractors and consultants) that governs confidential information, or lose the right to exemplary damages and attorney fees under the DTSA against that person.

Can an NDA stop me talking to the SEC?

No. SEC Rule 21F-17 prohibits any action to impede someone from communicating with the SEC about a possible securities law violation, including enforcing or threatening to enforce a confidentiality agreement.