Does this NDA prevent the other person from working for my competitor?

Not by design. This template avoids creating broad career restraints. Mississippi courts will enforce reasonable covenants that legitimately protect business interests, so overly broad "no use" or blanket prohibitions could be treated as enforceable restraints. Use narrow purpose-limited use restrictions instead of language that could be read as a non-compete.

How long should a Mississippi NDA last?

Use a two-tier approach: ordinary confidential information (e.g., business plans, pricing data) typically protected for a fixed term (1–5 years, customizable). True trade secrets that meet MUTSA criteria (Miss. Code Ann. §75-26-1 et seq.) can be protected indefinitely, so long as reasonable secrecy measures are maintained.

Is continued employment adequate consideration for an NDA or non-compete in Mississippi?

For new hires, continued at-will employment is generally treated as sufficient consideration in Mississippi. For current employees, courts often look for additional consideration (promotion, bonus, equity) to support new or modified post-employment restraints—so include express consideration language for existing-employee agreements.

Do I need the DTSA whistleblower notice in a Mississippi NDA?

Yes if you plan to rely on federal DTSA remedies. Under 18 U.S.C. §1833(b), including the statutorily recommended whistleblower notice preserves eligibility for exemplary damages and attorney's fees in federal trade secret claims. This template includes that notice.

Can an NDA violate the Mississippi Consumer Protection Act?

Potentially. If you use NDAs to conceal deceptive practices from consumers, that could trigger Miss. Code Ann. §75-24-1 et seq. NDAs should not be used to hide violations of consumer law; keep consumer-facing agreements clear and lawful.

Are electronic signatures valid on NDAs in Mississippi?

Yes. Mississippi has adopted provisions consistent with the Uniform Electronic Transactions Act (UETA), so electronic signatures and signed PDFs are generally enforceable. For high-value or contentious arrangements, retain a signed PDF or wet signature and document the signing process.

Free Mississippi Non-Disclosure Agreement (NDA) Template | 2026 Compliant

A Mississippi Non-Disclosure Agreement (NDA) is a contract that creates enforceable duties of secrecy over proprietary information, structured to work with Mississippi's trade secret law (the Mississippi Uniform Trade Secrets Act—MUTSA) and common-law contract principles. Unlike some states that void or narrowly construe restraints on post-employment work, Mississippi generally enforces reasonable restraints and protects legitimate business interests—so NDAs must be drafted with precision to avoid creating unintended covenants not to compete or unfair consumer-facing restrictions.

What Is a Mississippi NDA?

Definition: A Mississippi NDA is a written agreement under which one or both parties agree to (1) keep certain information confidential, (2) use it only for a stated purpose, and (3) return or destroy it on request. For true trade secret protection, an NDA should reflect requirements of the Mississippi Uniform Trade Secrets Act (MUTSA), codified at Miss. Code Ann. §75-26-1 et seq., which defines misappropriation, permissible disclosures, and remedies.

Key legal context you need to know: Mississippi follows common-law contract freedom and judicial reasonableness when it comes to restraints on business. While Mississippi courts will enforce non-competes and other restraints when reasonable and supported by legitimate business interests, an overbroad clause in an NDA can operate as an enforceable restriction against competition—so the risk is the opposite of states that ban non-competes.

Why Generic NDAs Are Dangerous in Mississippi

Most online NDA templates assume a one-size-fits-all approach. In Mississippi, that creates three local risks.

Backdoor non-competes can be enforceable

Clauses like “Recipient shall not use Confidential Information to compete with Disclosing Party” or overly broad “no solicitation/use” language can be read as restrictive covenants. Mississippi courts evaluate covenants for reasonableness—scope, duration, geography, and legitimate business interest. If your NDA unintentionally creates a restraint that is reasonable, a court could enforce it as a non-compete or issue an injunction. That can escalate routine confidentiality disputes into high-stakes litigation.

Paradigm-shifting insight (Mississippi): Unlike California, where backdoor non-competes may be void, in Mississippi a poorly drafted NDA can become a binding restraint on future work. Employers often and unexpectedly win injunctive relief where NDAs include broad “no use” or “no solicitation” clauses tied to trade secrets or client relationships. The key is draft defensibly: limit the prohibited use to specific trade secrets, narrow the time window, and avoid blanket career restraints.

Trade secret qualification matters under MUTSA

MUTSA requires that a trade secret derive independent economic value from not being generally known and be subject to reasonable efforts to maintain secrecy. Calling everything a “trade secret” won’t work—courts will parse the actual facts. Your NDA should distinguish true trade secrets (subject to indefinite protection so long as secrecy is maintained) from ordinary confidential business information (time-limited, e.g., 2–5 years).

Federal DTSA notice and remediation

If you plan to rely on federal remedies under the Defend Trade Secrets Act (DTSA), include the statutorily required whistleblower notice (18 U.S.C. § 1833(b)) to preserve eligibility for exemplary damages and attorney's fees. Like other states, Mississippi employers who omit this notice may still sue under DTSA, but they limit available enhanced remedies.

Real-world development to watch

The DTSA (2016) changed the national landscape and impacts Mississippi litigants: federal courts sitting in Mississippi have applied DTSA alongside MUTSA, meaning NDAs must serve dual compliance. Also remember the six-year statute of limitations for written contracts in Mississippi—Miss. Code Ann. § 15-1-29—which can govern breach-of-contract claims arising from NDAs.

What’s Included in This Template? (Key Clauses)

Mutual vs. Unilateral Templates: One-way for disclosures to vendors/contractors/investors; mutual where both sides exchange proprietary info.
Precise Trade Secret Definition: Conforms to Miss. Code Ann. §75-26-1 et seq., distinguishing trade secrets from general confidential information.
Narrow “Use” Restriction: Limits use to the stated Purpose (e.g., evaluating a partnership) rather than broad non-compete language.
Duration Table: Two-tier protection—ordinary confidential info (customizable 1–5 years) vs. trade secrets (indefinite while secret).
Residuals Language (Optional): Carefully drafted to avoid being read as a career bar; permits unaided memory while protecting against misappropriation of tangible materials and specific processes.
Carve-Outs: Pre-existing knowledge, public domain, independently developed, and compelled disclosure (with notice to owner).
DTSA Whistleblower Notice: Statutorily recommended language to preserve federal remedies (18 U.S.C. §1833(b)).

Who Needs This Document?

User Persona	Usage Scenario	Key Mississippi Benefit
Manufacturers (MS)	Outsourcing production to another state	Protects drawings, BOMs, and supplier lists while avoiding overbroad employment restraints
Tech Startups (Jackson, MS)	Pitching to investors or sharing alpha code	Preserves MUTSA trade secret protection and includes DTSA notice for federal claims
Employers	Hiring senior salespeople	Limits solicitation and ensures reasonable, enforceable protection tied to legitimate customer relationships
Small Businesses	M&A due diligence	Allows buyers to review sensitive financials while keeping confidentiality and contract remedies intact

How to Execute a Valid Mississippi NDA

Step 1: Choose the right type (One-way vs. Mutual).

Step 2: Define the Purpose precisely—“evaluate potential acquisition of Company X’s poultry feed formulation” rather than broad business discussions.

Step 3: Demonstrate reasonable secrecy efforts—access controls, marked documents, policies, and limited distribution. These facts matter under MUTSA.

Step 4: Get signatures and consider consideration language for employee agreements. For new hires, continued employment is typically adequate consideration; for existing employees, provide additional consideration (bonus, promotion, new stock rights) to avoid challenges.

Receiving an NDA? Read for these Mississippi red flags

If a counterparty’s NDA contains sweeping “no use” clauses, blanket non-solicit language, or indefinite career restraints, negotiate to limit scope, duration, and purpose. In Mississippi, overbroad wording can be enforced—don’t assume courts will void it.

Contract Analyze (link) can automatically flag clauses that create hidden covenants not to compete, identify missing DTSA notice, and compare your NDA against Mississippi case law patterns—saving hours of manual review.

Review Contracts 10x Faster