What constitutes a trade secret under an NDA?

Trade secrets include non-public formulas, customer lists, source code, internal financial projections, and proprietary methodologies that provide a company with a competitive advantage.

How can I verify if my NDA is overly restrictive?

Review the definition of 'Confidential Information' in your contract. If it includes broad terms like 'all information learned during employment,' it may be legally unenforceable in many jurisdictions.

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.

Does signing an employment NDA prevent me from discussing my job responsibilities in future interviews?

Q: Does signing an employment NDA prevent me from discussing my job responsibilities in future interviews?

No. A standard NDA protects trade secrets and proprietary information, not your general skills or job duties. You are legally entitled to discuss your professional experience, provided you do not disclose confidential data, intellectual property, or specific trade secrets belonging to your former employer.

No. A standard non-disclosure agreement (NDA) is designed to protect an employer’s trade secrets and proprietary data, not to prevent you from describing your professional experience. You are legally permitted to discuss your general job responsibilities, skills, and achievements in future interviews, provided you avoid disclosing specific confidential information.

Understanding the Scope of Your NDA

Most employment NDAs are drafted to protect the employer's competitive advantage. They are not intended to act as a "gag order" on your career history. When you interview for a new role, you are expected to demonstrate your competence, which inherently requires discussing what you did in your previous position.

What You Can Safely Discuss

General Responsibilities: Your daily tasks, the scope of your role, and the departments you collaborated with.
Skills and Tools: Proficiency in specific software, programming languages, or project management methodologies.
Professional Achievements: Quantifiable results, such as "increased sales by 15%" or "managed a team of 10," provided you do not reveal proprietary metrics or internal data.
Soft Skills: Leadership, conflict resolution, and communication styles.

What You Must Protect

Trade Secrets: Proprietary algorithms, manufacturing processes, or unique formulas.
Non-Public Financials: Internal budgets, revenue projections, or unreleased earnings reports.
Client Lists: Specific customer databases or non-public contact information.
Internal Strategy: Unreleased product roadmaps or confidential merger and acquisition plans.

Key takeaway: If your NDA defines "Confidential Information" so broadly that it encompasses your general knowledge or skill set, that specific clause may be considered overbroad and unenforceable in many jurisdictions, including California and New York.

Action Item: Review your NDA for a "carve-out" clause. Most well-drafted agreements explicitly state that information which is "generally known in the industry" or "part of the employee's general skill and knowledge" is excluded from confidentiality requirements.

Red Flags in NDA Language

Not all NDAs are created equal. Some employers use "overly broad" language to intimidate employees into silence. You should be wary of the following red flags:

Clause Type	Red Flag Indicator	Risk Level
Definition of Confidentiality	"Any and all information learned during employment"	High
Duration	"Perpetual" or "Indefinite"	Medium
Non-Solicitation	"Prohibits contact with any former client or employee"	High
Geographic Scope	"Global" or "Worldwide"	Medium

How to Handle Overly Broad Clauses

If you encounter an NDA that seems to restrict your ability to work, do not panic. Courts generally disfavor contracts that prevent an individual from earning a living. If a clause is deemed "unreasonable" in scope, duration, or geography, a judge may strike it down entirely or "blue-pencil" (rewrite) it to be more reasonable.

Action Item: If you are currently interviewing, prepare a "safe" summary of your experience. Focus on the how and why of your work rather than the what (specific proprietary data). If asked for specifics, state: "I am bound by a confidentiality agreement regarding specific internal metrics, but I can speak to the methodology I used to achieve those results."

Jurisdictional Considerations

The enforceability of your NDA depends heavily on where you work. For example:

California: Business and Professions Code Section 16600 strongly protects an employee's right to practice their profession. NDAs that function as non-competes are largely void.
New York: Courts apply a "reasonableness" test. If an NDA is not necessary to protect a legitimate business interest, it will not be enforced.
Federal Law: The Defend Trade Secrets Act (DTSA) provides immunity for whistleblowers, meaning you cannot be held liable for disclosing trade secrets to a government official or attorney for the purpose of reporting a violation of law.

Action Item: Check your employment contract for a "Choice of Law" clause. This tells you which state's laws govern your agreement, which is critical for understanding your rights.

How TermScore Helps

Navigating the fine print of an employment contract can be daunting, but you don't have to do it alone. TermScore uses advanced AI to instantly analyze your NDAs and employment agreements, highlighting overly restrictive language, identifying potential red flags, and explaining your legal obligations in plain English. Before you sign or start your next job search, use TermScore to ensure your professional future remains fully within your control.