Mutual NDA Template for Illinois

Effective January 2022, the Illinois Freedom to Work Act restricts non-compete agreements. Non-compete clauses cannot be used for employees earning less than $75,000/year, and non-solicitation clauses cannot be used for employees earning less than $45,000/year. Employers must provide 14 days for review and advise consulting an attorney.

Pure confidentiality/non-disclosure provisions are not restricted by the Freedom to Work Act — the Act specifically targets non-compete and non-solicitation covenants. However, if your NDA includes non-compete or non-solicitation clauses, those provisions must comply with the Act salary thresholds and procedural requirements.

For a standalone NDA (without non-compete provisions), standard contract consideration applies. If the NDA includes restrictive covenants, Illinois courts have traditionally required at least two years of continued employment as adequate consideration for existing employees, though the Freedom to Work Act modified some of these requirements.

Illinois protects trade secrets under the Illinois Trade Secrets Act (765 ILCS 1065), which follows the Uniform Trade Secrets Act framework. It provides for injunctive relief, actual damages, unjust enrichment, and reasonable royalties. Willful and malicious misappropriation may result in exemplary damages up to twice the actual award.