Can a minor sign an NDA?

The short answer: usually voidable, not void

In most places a contract made by a minor is not automatically invalid. Instead the minor can usually walk away from it, which lawyers call disaffirming or avoiding the contract. An NDA signed at 16 is therefore often a promise the teenager can later cancel. For the company that is a weak form of protection, and for the teenager it is no licence to ignore it: the agreement stands until it is set aside, and other rules may still protect genuine trade secrets.

The age that matters is the age at which you can contract as an adult. It is 18 in most US states, in England and Wales and in Germany; Alabama and Nebraska set the age of majority at 19 and Mississippi at 21. Scotland is the exception in the other direction, with legal capacity to contract from 16.

United States

Contracts entered into by minors are generally voidable, because the law presumes a minor lacks full capacity to contract. State law fills in the detail. California, for example, says a minor may make a contract in the same manner as an adult, subject to the power of disaffirmance, and that the minor may disaffirm it before turning 18 or within a reasonable time afterwards.

California also shows the usual exception. For certain contracts in the arts, entertainment and professional sports, the superior court can approve the contract, and an approved contract cannot then be disaffirmed on the ground of age. That is why film, music and sports deals with minors go through a formal approval process, while an everyday NDA does not.

United Kingdom

In England and Wales a person comes of age at 18 under the Family Law Reform Act 1969. Contracts with minors are governed largely by common law, adjusted by the Minors' Contracts Act 1987. That Act removed older rules so that a person can ratify, after turning 18, a contract made while a minor. It also makes a guarantee of a minor's obligations enforceable against the guarantor even if the minor's own contract cannot be enforced, and lets a court order a minor to return property acquired under a contract they have repudiated where that is just and equitable.

The practical effect for NDAs in England and Wales is the same as in the US: the company should not rely on the minor's signature alone. A parent's signature, especially one that includes a promise that the minor will keep to the terms, gives it someone it can hold to the agreement.

Scotland works differently. Under the Age of Legal Capacity (Scotland) Act 1991, anyone aged 16 or over has legal capacity to enter into any transaction, so a 16- or 17-year-old can sign an NDA in their own right. There is a safety valve: until turning 21, they can ask a court to set aside a transaction made at 16 or 17 that a reasonably prudent adult would not have entered into and that has caused, or is likely to cause, them substantial prejudice.

Germany and similar systems

Civil-law countries often use a consent model. Under the German Civil Code, a minor aged seven or over has limited capacity to contract. A declaration that does not bring the minor merely a legal benefit needs the consent of the legal representative, usually the parents. An NDA creates obligations, so it is not merely beneficial. Signed without consent, its validity depends on the parents approving it afterwards; if the other party asks them to confirm and they do not answer within two weeks, approval is treated as refused.

How to set up an NDA with a minor

If you are the company: add a second signature block headed with the parent's or guardian's name and a line such as “I am the parent or legal guardian of the Recipient, I consent to this Agreement and I will make sure the Recipient complies with it.” Keep the NDA short and plain, limit it to what the minor will actually see, and avoid restrictions such as non-competes that make no sense for a teenager. When the minor turns 18 and the relationship continues, ask for a fresh signature.

If you are the teenager or the parent: read the definition of confidential information and the duration together, check for anything beyond confidentiality, and ask questions before signing. Signing does not need to be on paper: both of you can sign the same PDF, one after the other, and each keep a copy.

Sources

• Cornell LII: infancy (minors' contracts are voidable)
• Cornell LII: age of majority in US states
• California Family Code § 6700: minors' contracts
• California Family Code § 6710: disaffirmance
• California Family Code § 6751: court-approved contracts
• Family Law Reform Act 1969, section 1: age of majority
• Minors' Contracts Act 1987
• Age of Legal Capacity (Scotland) Act 1991, section 1: capacity from 16
• Age of Legal Capacity (Scotland) Act 1991, section 3: setting aside prejudicial transactions
• German Civil Code (BGB), sections 2 and 106–108 (English translation)