What makes a California NDA different
Three California-specific rules shape how an NDA should be drafted: (1) Bus. & Prof. Code § 16600 voids most employee non-competes, so an NDA cannot smuggle in a de facto restraint of trade. (2) Cal. Lab. Code § 2870 protects employee inventions developed on the employee's own time, even if confidential — your NDA cannot claim them by default. (3) The California Uniform Trade Secrets Act (CUTSA) replaces common-law trade-secret claims, so your NDA should reference CUTSA-aligned definitions of "confidential information."
When you need a California NDA specifically
Pick this combination if you're negotiating with a California-resident counterparty, your business is located in California, your employee is California-resident (regardless of employer location), or your governing-law clause names California. Note that California courts will sometimes assert jurisdiction over employees physically working in California even if the contract chooses Delaware law (Edwards v. Arthur Andersen, 2008).
What our California NDA generator includes
✓ Mutual or unilateral structure · ✓ Definitions section aligned with CUTSA · ✓ Optional non-solicit and return-of-materials clauses · ✓ Specific carve-out for employee inventions per Lab. Code § 2870 (when employer-employee context is detected) · ✓ Term length capped at 5 years for trade-secret protection (longer terms can be voided as restraint of trade in California) · ✓ Exclusive jurisdiction in California courts.
When NOT to use a generic California NDA
High-stakes M&A, healthcare information (HIPAA), financial services (Reg S-P / GLBA), or trade secrets that are central to your business should be drafted by a California-licensed attorney. Our template is a strong first draft that captures the structural state-specific rules; an attorney adds the case-by-case judgment.