Secret Deals and Silent Officials: Why Data Center NDAs Are Causing a Stir in Pennsylvania

What’s Going On?

Imagine a big company wants to build a massive computer warehouse (called a data center) in your neighborhood. Before they even tell you about it, they ask your local elected officials — the people you voted for — to sign a legal paper promising not to tell you anything about the project.

That’s exactly what’s been happening across Pennsylvania. Data center developers have been asking township supervisors, county commissioners, and even state cabinet secretaries to sign nondisclosure agreements (NDAs) before sharing details about their plans.

Important Point
An NDA (nondisclosure agreement) is a legal contract that says "you can’t share this information with anyone." Usually, businesses use them to protect trade secrets. But here, they’re being used before the public even knows a project exists.

The Story That Started It All

Anthony Township Supervisor Craig High got a surprise call from Talen Energy. They wanted to meet about rezoning land — but first, High and his colleagues had to sign an NDA.

High said no.

"We’re elected public officials. The premise of saying, ‘Will you not tell your constituents what you’re about to do?’ left a major bad taste in my mouth."
— Craig High, Anthony Township Supervisor

Months later, High learned why Talen was so secretive: they wanted to build a data center.

He wasn’t alone. Spotlight PA found at least 8 NDAs signed by Pennsylvania officials for data center projects — and only two lawmakers who signed them would talk about it.

Why Do Companies Want NDAs?

Data center developers say NDAs are standard business practice. Here’s their reasoning:

• Protecting competitive secrets — If competitors know where a company plans to build, land prices might skyrocket.
• Business strategy — Revealing a location too early can tip off rivals about expansion plans.
• Industry norm — From big-box stores to restaurants, many large projects use NDAs during early talks.

Dan Diorio, vice president of the Data Center Coalition, explains:
"If your competitors know you’re looking at a particular site, it can affect land prices. It can affect development processes. It just gives an insight into ultimately what is your business plan."

Why Are People Upset?

1. Public Officials Work for You — Not the Company

When elected leaders sign NDAs, they’re promising a private company not to share info with the public. That flips their job description upside down.

Important Point
Melissa Melewsky, attorney for the Pennsylvania NewsMedia Association:
"Any time a private company tries to limit what a public official can say about public business, that’s a red flag. It’s not a private transaction."

2. Communities Are Left in the Dark

Residents don’t know:

• Who will actually use the data center (Amazon? Microsoft? A crypto miner?)
• How much water and electricity it will consume
• What tax breaks the company is getting
• How it will affect traffic, noise, and property values

A Quinnipiac poll found nearly 75% of Pennsylvanians oppose data centers in their community — largely because of the secrecy.

3. Vague Language Creates Confusion

Most NDAs don’t clearly define what’s "confidential." One signed by a state official and Amazon said confidential info is anything "clearly marked as ‘confidential’" or "reasonably should be considered confidential."

Melewsky again: "Nebulous language makes compliance difficult. Lawmakers may not know what they’re agreeing to withhold."

4. The "Chilling Effect"

Dave Cuillier, director of the Brechner Freedom of Information Project, warns:

"Before you know it, we have local and state governments making really important decisions for the public… without including the public. And that’s when bad things happen."

Real-Life Example: Schuylkill County

Larry Padora, chair of the Schuylkill County Commissioners, did sign an NDA — but only because his county lawyer said it wouldn’t hold up in court under Pennsylvania’s Right-to-Know Law.

The only "secret" he learned? Amazon was the planned end user.

Padora says he still talked publicly about the project. But he didn’t mention Amazon’s involvement until after the official announcement — even though he knew earlier.

Residents in Kline Township have since rallied against the project, demanding transparency.

What Are Lawmakers Doing About It?

Two Pennsylvania legislators have introduced bills to stop this practice:

What the Lawmakers Say

Sen. Pennycuick: "If you’re a good actor, why wouldn’t you want to say ‘I’m with Amazon’ or ‘I’m with Truist Bank’? Signing an NDA is totally counterintuitive to being a public servant."

Rep. Ciresi: "What I’m pushing for is not saying you can’t build these facilities. It is that the community is to decide… and the community is going to have all the information that they can have."

The Industry’s Response

The Data Center Coalition (industry trade group) says:

• A "blanket prohibition" on NDAs is a "slippery slope"
• They prefer targeted limits — e.g., shorter durations, specific topics only
• They want policies "tight enough so there aren’t bad actors… but flexible enough" for local needs

Microsoft has already pledged to stop using NDAs with local governments. Others haven’t followed suit — yet.

The Trap for Officials Who Sign

Supervisor High points out a legal catch-22 for any official who signs an NDA:

1. If they break the NDA → The company can sue them (civil action)
2. If they keep the secret → They may violate Pennsylvania’s open records laws and their duty to constituents

"You basically put yourself in a corner where you can get sued on either side."
— Craig High

Summary

• Data center developers are asking Pennsylvania elected officials to sign NDAs before sharing project details.
• At least 8 NDAs have been signed by township, county, and state officials.
• Critics say this undermines transparency, lets corporations control the narrative, and excludes communities from decisions that affect them.
• Two bipartisan bills aim to stop or discourage the practice — one passed the House overwhelmingly.
• Microsoft has pledged to stop; the rest of the industry says NDAs protect legitimate business interests.
• Officials who sign risk legal trouble on both sides: sued by the company or sued for violating open government laws.

Bottom line: When public officials sign secret agreements with private companies about public land and public resources, the public loses.

FAQ

1. What exactly is a data center?

A data center is a large facility filled with computer servers that store and process digital information — think cloud storage, streaming video, AI processing, and more. They use massive amounts of electricity and water for cooling.

2. Are NDAs illegal for public officials to sign?

Not currently in Pennsylvania — but that’s what the proposed bills would change. Right now, officials can sign them, but legal experts say it may conflict with open records laws and their ethical duties.

3. Why does it matter who the "end user" is (e.g., Amazon vs. a crypto company)?

Different users have vastly different impacts. A crypto mining operation might use huge energy with few local jobs. A hospital’s data center might be smaller and more community-aligned. Residents deserve to know who is moving in.

4. What happens if a lawmaker breaks an NDA?

The company could sue them for breach of contract. But if the information should be public under Pennsylvania’s Right-to-Know Law, the official might also face legal pressure to disclose it. It’s a legal trap.

5. Can I find out if my local officials signed an NDA?

Yes! NDAs signed by public agencies are themselves public records under Pennsylvania law. You can file a Right-to-Know request with your township, county, or state agency to see if any exist.

This article is based on reporting by Spotlight PA, an independent, nonpartisan newsroom covering Pennsylvania.