# Before you share the idea: what makes a nondisclosure agreement hold up in Georgia > A nondisclosure agreement protects information only if the information is actually kept confidential and the agreement is drafted to fit Georgia and federal law. Three provisions matter more than the rest. Attorney advertising. Analysis by Lou Schwartz, Schwartz & Associates, PC, Atlanta, Georgia. Published 2026-10-10; updated 2026-10-11. Reviewed 2026-10-11. Responsible attorney: Lou Schwartz. Canonical: https://www.snalawyers.com/insights/georgia-nda-enforceability ## Key takeaways - Georgia law lets parties keep information confidential for as long as it remains confidential or a trade secret [1]. - Information qualifies as a trade secret only if you make reasonable efforts to keep it secret [2]. - An agreement with an employee, contractor or consultant should include the federal whistleblower immunity notice, or you may lose exemplary damages and attorney's fees [3]. - A confidentiality clause signed before a dispute is not enforceable as to a sexual assault or sexual harassment dispute [4]. ## At a glance - **Duration (Georgia):** As long as the information remains confidential or a trade secret [1] - **Trade secret test:** Economic value from secrecy plus reasonable efforts to keep it secret [2] - **Worker agreements:** Include the DTSA immunity notice; contractors and consultants count [3] - **Federal limit:** Pre-dispute NDA clauses are unenforceable as to sexual assault or harassment disputes [4] - **Notice applies to:** Agreements entered into or updated after May 11, 2016 [3] You are about to show a potential investor, manufacturer or contractor something that took years to build: source code, a customer list, a formula or a pricing model. You want a nondisclosure agreement first. This article covers what makes that agreement effective under Georgia and federal law. ## How long can confidentiality last? In Georgia, as long as the information stays confidential. The Restrictive Covenants Act does not limit how long parties may agree to keep information confidential or treat it as a trade secret, so long as the information remains confidential or a trade secret [1]. A fixed term, such as three or five years, is a business choice, not a legal requirement. > "for so long as the information or material remains confidential or a trade secret, as applicable." > > O.C.G.A. § 13-8-53(e) [1] ## Why do my own habits matter? An agreement does not create a trade secret. Under the Georgia Trade Secrets Act, information qualifies only if it derives economic value from not being generally known and is the subject of reasonable efforts to keep it secret [2]. If you share the same material without an NDA elsewhere, or leave it unprotected, the agreement may protect less than you expect. **Example (hypothetical).** A founder signs a mutual NDA with a prospective manufacturer and then posts the same product drawings in a public pitch deck. The NDA still binds the manufacturer as a contract, but the drawings may no longer qualify as a trade secret. ## What should the NDA cover? - A definition of confidential information that is specific enough to apply, with standard exclusions for public information and information the recipient already had. - A stated purpose, and a promise to use the information only for that purpose. - Who inside the recipient's organization may see it. - Return or destruction of materials when the discussions end. - Whether the agreement is mutual or one-way, which law governs it and where disputes are heard. ## What federal rules apply? Two federal statutes limit or condition confidentiality terms. First, an agreement governing confidential information with an employee should give notice of the Defend Trade Secrets Act whistleblower immunity, and the statute defines employee to include a contractor or consultant [3]. If the notice is missing, the company may not recover exemplary damages or attorney's fees under that Act against a person who did not receive it [3]. Second, a nondisclosure or nondisparagement clause agreed to before a dispute arises is not judicially enforceable as to a sexual assault or sexual harassment dispute [4]. > "An employer shall provide notice of the immunity set forth in this subsection" > > 18 U.S.C. § 1833(b)(3)(A); the requirement covers agreements entered into or updated after May 11, 2016 [3] **Why this happens.** Many NDAs are copied from templates written before 2016, when the immunity notice became relevant. Updating the template costs little; omitting the notice can reduce remedies later. ## What should I avoid doing? - Sharing first and asking for a signature later. - Using an NDA that defines confidential information as everything, which invites a fight over what was actually protected. - Combining a nondisclosure clause with noncompete or nonsolicitation terms without checking the separate rules that apply to those covenants. ## How do I protect my position? 1. Label confidential materials and keep a record of what you shared, with whom and when. 2. Limit access to the people who need it. 3. Use an NDA that fits the deal: mutual for a joint evaluation, one-way when only you disclose. 4. For employees and contractors, confirm the immunity notice is in the agreement. Use the intake assistant below to describe the deal and what you plan to share. An attorney at the firm reviews every request before any document is prepared. ## When does it make sense to talk to a lawyer? When the information is central to the value of your business, when the other side sends its own form, when the agreement includes noncompete or nonsolicitation terms, or when you believe confidential information has already been misused. ## How was this article prepared? It was drafted with AI assistance from the primary sources listed below, then reviewed, edited and approved by Lou Schwartz, the responsible attorney, on the review date shown. Each source was checked on the date listed beside it. The article is general information about Georgia law, not legal advice, and reading it does not create an attorney-client relationship. ## What's settled, what depends and what's unclear? - **Settled:** Confidentiality may last as long as the information stays confidential [1]; a trade secret requires reasonable secrecy efforts [2]. - **Depends on the facts:** Whether your handling of the information, after signing, counts as reasonable efforts to keep it secret. - **Varies:** NDAs governed by another state's law follow that state's rules; employee agreements may raise separate restrictive-covenant issues. - **Unclear:** How a court treats a definition of confidential information so broad that it covers public material. **Your next step.** Before sharing sensitive material, sign an NDA that defines what is confidential, limits use to a stated purpose and, for workers, includes the federal immunity notice. ## Questions and answers **How long can a nondisclosure agreement last in Georgia?** Georgia's Restrictive Covenants Act does not limit how long parties may agree to keep information confidential, so long as the information remains confidential or a trade secret (O.C.G.A. 13-8-53(e)). **Does an NDA with a contractor need a whistleblower notice?** Under the Defend Trade Secrets Act, an agreement governing confidential information with an employee, including a contractor or consultant, should give notice of the statutory immunity. Without it, the company may not recover exemplary damages or attorney's fees under that Act against that person (18 U.S.C. 1833(b)). **What makes information a trade secret in Georgia?** It must derive economic value from not being generally known or readily ascertainable, and be the subject of reasonable efforts to keep it secret (O.C.G.A. 10-1-761(4)). ## Sources 1. [O.C.G.A. § 13-8-53 (enforcement of restrictive covenants)](https://law.justia.com/codes/georgia/title-13/chapter-8/article-4/section-13-8-53/) 2. [O.C.G.A. § 10-1-761 (Georgia Trade Secrets Act definitions)](https://law.justia.com/codes/georgia/title-10/chapter-1/article-27/section-10-1-761/) 3. [18 U.S.C. § 1833 (Defend Trade Secrets Act immunity and notice)](https://www.law.cornell.edu/uscode/text/18/1833) 4. [42 U.S.C. § 19403 (pre-dispute nondisclosure clauses)](https://www.law.cornell.edu/uscode/text/42/19403) To ask the firm about this, use the intake assistant at https://www.snalawyers.com/insights/georgia-nda-enforceability#ask. General information, not legal advice.