I have to sign an NDA with a non-disparagement clause, which is defined to last for a period of five years or for such other period as permitted by law.

I've tried to find any laws limiting how long an NDA can last, and I couldn't find any limit. Does this mean that this NDA is in effect indefinitely? If yes, why would the NDA mention the five years at all?

The company is based in California, the court they name in the contract is in California. I'm in EU.

  • 2
    You've already received a good answer for the question as asked; if you update this to post what state you're in someone might be able to give you some more specific information about what's permissible there.
    – Michael
    Aug 15, 2022 at 21:53

1 Answer 1


The alternative is that in some jurisdiction, an NDA cannot last as long as 5 years, it might be only allowed to last 3 years (this page has some of the state restrictions. In that jurisdiction, the NDA is therefore good for 3 years. It's not practical for an employer to know all of the possible legal conditions on duration of an NDA, so the option "for such other period as permitted by law" allows the contract to recognize local time limits, which are exceptions to the general 5 year duration as stated in the contract. The duration could in principle be indefinite, but the wording in this case says "5 years".

  • 1
    I find this answer (last sentence in particular) ambiguous. Are you saying it would be interpreted as "up to 5 years or less if local law restricts, whichever is less"? Or "depends on the jurisdiction: could be 5 years, or fewer, or could be forever"? Aug 17, 2022 at 1:13
  • "the shorter of five years or the maximum them permitted by law"
    – bdb484
    Aug 18, 2022 at 18:24

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