What is the difference between trade secrets and general skills?

Trade secrets are specific, confidential business information like client lists, proprietary algorithms, or internal formulas. General skills are the professional abilities, methodologies, and expertise you develop through your daily work experience.

How can I tell if my NDA is overly broad?

An NDA is likely overly broad if it attempts to define 'confidential information' to include your general knowledge, prohibits you from working in your industry entirely, or lacks a reasonable geographic or temporal scope.

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 a signed NDA prevent me from using general skills learned on the job?

Q: Does a signed NDA prevent me from using general skills learned on the job?

No. Courts consistently rule that NDAs cannot restrict an employee's right to use their general knowledge, skill, and experience. Employers can only protect specific, proprietary trade secrets, not the professional development you acquired during your employment.

No. A signed NDA cannot legally prevent you from using general skills, knowledge, or experience gained during your employment. Courts distinguish between proprietary trade secrets—which are protected—and your personal professional development, which remains your own property to use in future roles.

The Legal Distinction: Trade Secrets vs. General Skills

The enforceability of an NDA hinges on the definition of "confidential information." Employers often draft broad agreements, but the law imposes strict limits on what can be restricted.

What Constitutes a Protected Trade Secret?

Proprietary software source code or unique algorithms.
Non-public financial data or internal strategic business plans.
Specific, curated customer databases that are not publicly available.
Manufacturing processes that provide a distinct competitive advantage.

What Constitutes General Skills?

General skills are the "tools of the trade" you carry with you. These include:

Proficiency in specific software (e.g., Python, Salesforce, Adobe Suite).
Management methodologies or leadership techniques.
General industry knowledge and professional networking contacts.
Problem-solving approaches developed through your daily work.

Key takeaway: If an employer attempts to restrict your ability to use a skill that is common in your industry, that clause is likely unenforceable as an illegal restraint of trade.

Action Item: Audit your current NDA for definitions of "Confidential Information." If the definition includes "all knowledge gained during employment," it is likely overbroad and legally suspect.

Jurisdictional Variations in Enforcement

The enforceability of your NDA depends heavily on where you work. Some states are far more protective of employee mobility than others.

Jurisdiction	Enforcement Stance
California	Strictly prohibits non-competes and limits NDAs that function as such.
New York	Requires "reasonableness" in scope, duration, and geographic reach.
Texas	Enforces NDAs if they protect legitimate business interests like trade secrets.
Delaware	Generally favors freedom of contract but rejects unreasonable restraints.

The "Reasonableness" Test

Courts apply a "reasonableness" test to determine if an NDA is valid. They look at:

Duration: Is the restriction limited to a reasonable timeframe (e.g., 12–24 months)?
Scope: Does it only cover specific, sensitive information?
Geography: Is the restriction limited to the area where the employer actually operates?

Action Item: Research the "Blue Pencil" doctrine in your state. This determines whether a judge can strike out unreasonable parts of your contract or if they must invalidate the entire agreement.

Red Flags in Your NDA

Be wary of language that attempts to blur the line between proprietary data and your personal expertise. Watch for these specific red flags:

"All-Encompassing" Definitions: Clauses that define confidential information as "anything learned while employed."
Non-Compete Overlap: NDAs that effectively prevent you from working for a competitor by claiming all your skills are "trade secrets."
Perpetual Duration: Restrictions that claim to last "forever" without a sunset clause.
Broad Non-Solicitation: Language that prevents you from contacting anyone you met during your tenure, regardless of whether they are a client.

Key takeaway: An NDA should never be used as a "de facto" non-compete agreement. If your contract prevents you from working in your field, it is likely an illegal restraint of trade.

Action Item: If you identify these red flags, document the specific skills you intend to use in your next role and ensure they are standard industry practices rather than company-specific secrets.

How to Protect Your Professional Future

You do not need to choose between your career and your legal obligations. By understanding the limits of your NDA, you can confidently transition to new roles.

Document Your Skills: Maintain a portfolio of your work that demonstrates your general proficiency without including proprietary data.
Segregate Data: Never take physical or digital copies of company files, client lists, or internal documents when you leave.
Seek Clarity: If you are unsure about a specific clause, consult with an employment attorney or use automated analysis tools to flag high-risk language.

TermScore can automatically analyze your employment contracts to identify overbroad clauses, hidden non-compete language, and restrictive definitions that may threaten your ability to use your general skills in future roles, providing you with a clear, actionable risk assessment in seconds.