What makes an NDA clause unenforceable?

Clauses are unenforceable if they are overly broad, lack a legitimate business interest, or attempt to restrict your ability to practice your profession or discuss non-proprietary information.

How can I tell if my NDA is too restrictive?

Look for language that defines 'confidential information' to include your daily tasks, general workflow, or professional skills. These are red flags that the NDA is being used to suppress labor mobility.

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. One-time purchases are also available: a single score for $5 or a 5-pack for $15, with no subscription required.

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.

Can an employer use an NDA to restrict discussing job duties during interviews?

Q: Can an employer use an NDA to restrict discussing job duties during interviews?

No. An employer cannot use an NDA to prevent you from discussing your general job duties, skills, or experience. Such restrictions are typically unenforceable as they violate public policy and interfere with your right to seek future employment.

No. An employer cannot legally use an NDA to prevent you from discussing your general job duties, professional skills, or experience during future job interviews. Such restrictions are considered overbroad, violate public policy, and are generally unenforceable in most U.S. jurisdictions, including California, New York, and Delaware.

The Legal Limits of Confidentiality

Employers have a legitimate interest in protecting trade secrets, such as proprietary algorithms, client lists, or secret manufacturing processes. However, they do not have a legal right to own your professional history or your ability to describe your own work experience. When an NDA attempts to classify your daily job functions as 'confidential,' it crosses the line into an illegal restraint of trade.

Distinguishing Trade Secrets from Job Duties

To understand if your NDA is overreaching, you must distinguish between protected intellectual property and your own human capital. Use the following table to categorize your information:

Category	Protected?	Example
Trade Secrets	Yes	Source code, secret formulas, internal financial projections.
Job Duties	No	Managing a team, using specific software, sales techniques.
General Skills	No	Proficiency in Python, project management methodologies.

Key takeaway: If an NDA defines 'Confidential Information' to include 'all knowledge gained during employment,' it is likely unenforceable. You retain the right to describe your professional contributions to future employers.

Action Item: Review your NDA's definition section. If it fails to exclude 'general knowledge, skills, and experience,' it is a red flag.

Why Overbroad NDAs Fail in Court

Courts apply a 'reasonableness' test to NDAs. If a clause is so broad that it prevents you from working in your chosen field, it will be struck down. In states like California, Business and Professions Code Section 16600 provides a near-total ban on contracts that restrain anyone from engaging in a lawful profession.

Common Red Flags in Restrictive NDAs

Vague Definitions: Using terms like 'all information' or 'any knowledge' without specific carve-outs.
No Time Limit: NDAs that claim to last 'in perpetuity' for non-trade secret information are rarely upheld.
Geographic Overreach: Restrictions that apply globally when the business interest is purely local.
Interference with Employment: Clauses that explicitly forbid discussing your role with prospective employers.

Action Item: If you encounter these red flags, do not assume the contract is binding. Consult with an employment attorney to assess the enforceability of the specific language.

How to Handle Overbroad NDAs During Onboarding

If you are presented with an NDA that seems to restrict your ability to discuss your duties, you have options. You are not required to sign an illegal contract, and you can request modifications.

Request a Carve-out: Ask for an explicit exclusion for 'general skills, knowledge, and experience' acquired during your tenure.
Define 'Confidential': Request that the definition of confidential information be limited to specific, documented trade secrets.
Seek Legal Review: Have a professional review the document to ensure it complies with state-specific labor laws.

Key takeaway: Never sign an NDA without understanding the scope of the 'Confidential Information' definition. Once signed, it can be used as a tool of intimidation, even if the clause is ultimately unenforceable in court.

Action Item: Use a contract analysis tool to flag overly broad definitions before you sign. This saves time and provides objective data for your negotiations.

The Role of AI in Contract Analysis

Manually reviewing legal documents is prone to human error and oversight. TermScore uses advanced AI to instantly identify overbroad clauses, restrictive covenants, and non-standard definitions that could limit your career mobility. By uploading your agreement to TermScore, you can receive an immediate, plain-English breakdown of your rights and risks, ensuring you never sign away your right to discuss your own professional experience.