What is the difference between trade secrets and general skills?

Trade secrets are specific, non-public assets like client lists, proprietary algorithms, or internal financial data. General skills are the methodologies, software proficiencies, and professional techniques you use to perform your job duties.

Can an employer sue me for using my own knowledge?

An employer cannot successfully sue you for using your own knowledge. However, they may attempt to sue if they claim you misappropriated specific proprietary data. Always ensure your work product remains distinct from your employer's confidential files.

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 an employment NDA prevent me from using skills learned on the job?

No. An employment NDA cannot legally prevent you from using general skills, knowledge, or experience acquired during your employment. NDAs are strictly limited to protecting specific, proprietary trade secrets and confidential business information, not your professional development or individual expertise.

Key takeaway: Courts consistently rule that an employee's 'general knowledge, skill, and experience' are their own property and cannot be restricted by contract, as doing so would constitute an unreasonable restraint of trade.

Understanding the Legal Distinction

The core of this issue lies in the legal distinction between proprietary information and general professional skill. Employers often draft broad NDAs to intimidate employees, but these clauses are frequently unenforceable when they cross the line into restricting your ability to earn a living.

What is Protected (Trade Secrets)

Proprietary software source code or unique algorithms.
Non-public customer lists or specific pricing strategies.
Internal financial reports or unpublished marketing plans.
Manufacturing processes that are not known to the public.

What is Not Protected (General Skills)

Proficiency in programming languages (e.g., Python, Java).
Sales techniques, negotiation strategies, or management styles.
General industry knowledge and professional networking contacts.
Software tools used across the industry (e.g., Salesforce, Adobe Suite).

Action Item: Review your NDA for the definition of 'Confidential Information.' If it includes broad terms like 'all knowledge gained during employment,' it is likely overbroad and potentially unenforceable.

The 'Inevitable Disclosure' Doctrine

Some employers argue the 'inevitable disclosure' doctrine, claiming that if you work for a competitor, you will inevitably use their trade secrets. However, this doctrine is highly controversial and varies significantly by jurisdiction.

Jurisdiction	Enforceability of Inevitable Disclosure
California	Extremely Low (Strong public policy against restraint of trade)
New York	Moderate (Requires proof of high-level trade secrets)
Texas	Low (Requires specific, non-speculative evidence)
Delaware	Moderate (Often depends on specific contract language)

Action Item: Research the specific labor laws in your state. In states like California, Business and Professions Code Section 16600 makes almost all non-compete and overly restrictive NDA clauses void.

How to Protect Yourself When Changing Jobs

When transitioning to a new role, you must ensure your actions do not trigger a legitimate claim of misappropriation. Follow these steps to maintain compliance while utilizing your skills:

Do not take physical or digital files: Never download client lists, internal memos, or proprietary templates to personal drives.
Document your own work: Keep a portfolio of your own professional achievements that does not contain confidential data.
Disclose the NDA: If asked by a new employer, be transparent about the existence of an NDA, but emphasize that it does not restrict your ability to perform the job duties.
Avoid 'Copy-Paste' behavior: Do not replicate specific proprietary systems from your old employer at your new job. Use your skills to build new, independent solutions.

Key takeaway: If you are accused of violating an NDA, the burden of proof is on the employer to show that the information you are using is a 'trade secret' and not just your own professional expertise.

Identifying Red Flags in Your NDA

If your contract contains the following, it is a red flag that the employer is attempting to overreach:

'All-encompassing' definitions: Language that defines confidential information as 'anything learned during the course of employment.'
Indefinite duration: NDAs that do not have a sunset clause for non-trade secret information.
Geographic restrictions: NDAs that attempt to limit your employment in specific regions, which is a hallmark of a non-compete, not an NDA.

Action Item: If you identify these red flags, consult with an employment attorney or use a contract analysis tool to assess the risk level of your specific agreement.

TermScore can automatically analyze your employment contracts to identify overbroad NDA clauses and potential risks to your professional mobility. By uploading your document, you receive an instant, plain-English breakdown of which clauses are standard and which ones may be legally unenforceable, allowing you to negotiate with confidence.