What happens if I don't disclose an NDA?

If you fail to disclose an NDA, you risk being sued for breach of contract, tortious interference, or misappropriation of trade secrets. Your new employer may also terminate you for cause upon discovering the non-disclosure.

How should I disclose an existing NDA?

Disclose the existence of the agreement in writing during the offer stage. Provide a copy of the agreement to your new employer's legal or HR department so they can assess the scope of the restrictions before you sign a new contract.

A TermScore is an AI-generated risk rating from 0 to 100 that evaluates the fairness and risk level of any legal document. A score of 86-100 means the contract is highly favorable, while 0-30 indicates dangerous terms you should walk away from.

What types of documents can TermScore analyze?

TermScore analyzes any legal document including freelance contracts, employment agreements, residential leases, NDAs, brand sponsorship deals, SaaS vendor agreements, and rental applications. Upload PDFs, Word documents, or images.

How much does TermScore cost?

TermScore offers a free plan with 3 scores per month. The Team plan is $15/month for 30 scores, and the Professional plan is $50/month for 500 scores with team collaboration features.

Is my document data secure?

Yes. Documents are processed in memory and analysis results are stored encrypted. TermScore never shares your document data with third parties and you can delete your data at any time from your dashboard.

Do I need to disclose my existing employment NDA to a new employer during the hiring process?

Do I need to disclose my existing employment NDA to a new employer?

Yes. You have a legal and ethical obligation to disclose existing restrictive covenants, including Non-Disclosure Agreements (NDAs), to a new employer. Failing to do so can lead to breach of contract lawsuits, immediate termination of your new employment, and potential litigation against your new employer for tortious interference.

Key takeaway: Never assume an NDA is "standard" or "unenforceable." Always treat your prior contractual obligations as binding until a qualified attorney or your new employer's legal team confirms otherwise.

Why Disclosure is Non-Negotiable

When you sign a new employment contract, you are often required to represent and warrant that you are not subject to any agreements that prevent you from performing your new duties. If you hide an existing NDA, you are making a false representation, which is grounds for immediate termination for cause.

Legal Risks of Non-Disclosure

Breach of Contract: Your former employer can sue you for damages if you disclose their proprietary information.
Injunctive Relief: A court can issue an injunction, effectively barring you from working in your new role while the dispute is litigated.
Tortious Interference: Your former employer may sue your new employer, claiming they knowingly induced you to breach your contract.
Loss of Credibility: Employers prioritize integrity. Hiding a legal obligation is often viewed as a character flaw that outweighs your technical skills.

Action Item: Locate your signed employment agreements from the last five years. If you cannot find them, request copies from your former HR department immediately.

How to Handle the Disclosure Process

Transparency is your best defense. Most sophisticated employers have dealt with restrictive covenants before and will not rescind an offer simply because you have an NDA. They need to know the scope of the restrictions to protect themselves.

Review the NDA: Identify the specific "Restricted Information" and the duration of the confidentiality obligations.
Consult Counsel: Have an employment attorney review the document to determine if the restrictions are reasonable or overly broad.
Inform the Recruiter/Hiring Manager: State clearly: "I have a standard NDA from my previous employer. I want to ensure I comply with my obligations while performing my duties here."
Provide the Document: Share the agreement with your new employer’s legal department. Let them decide if the restrictions conflict with your new role.

Comparing Disclosure Scenarios

Scenario	Risk Level	Recommended Action
Standard NDA (General)	Low	Disclose during the offer stage.
NDA with Non-Compete	High	Disclose before signing; seek legal review.
NDA with IP Assignment	High	Disclose immediately to avoid ownership disputes.
NDA with Non-Solicit	Medium	Disclose and clarify boundaries.

Action Item: Create a summary sheet of your restrictive covenants to provide to your new employer, highlighting the expiration dates and the specific types of information protected.

Jurisdictional Nuances

The enforceability of NDAs varies significantly by state. For example, California (Business and Professions Code Section 16600) has strict policies against non-competes, but still enforces trade secret protection via NDAs. Conversely, states like Delaware or New York may enforce broader confidentiality clauses. Always verify the governing law stated in your NDA.

Key takeaway: State law dictates how "reasonable" an NDA must be. An NDA that is too broad may be unenforceable, but you should never make that determination yourself.

Using Technology to Manage Risk

Navigating complex legal language is difficult without professional help. TermScore uses AI to analyze your existing contracts, identifying hidden risks, restrictive clauses, and potential conflicts with your new employment terms. By uploading your documents to TermScore, you can gain a clear understanding of your obligations in seconds, ensuring you enter your new role with full transparency and legal confidence.