What is the difference between an NDA and a non-solicitation agreement?

An NDA protects trade secrets and confidential information from disclosure. A non-solicitation agreement specifically prohibits you from actively poaching or doing business with your former employer's clients for a set period.

Are non-compete agreements still enforceable in the US?

Enforceability varies wildly by state. California, Oklahoma, and North Dakota generally ban them. Other states, like New York or Texas, enforce them only if they are reasonable in time, geography, and 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.

Can an employment NDA legally prevent me from working for a client of my former employer?

Q: Can an employment NDA legally prevent me from working for a client of my former employer?

An NDA alone typically cannot prevent you from working for a client, but a non-solicitation or non-compete clause within your contract often can. Whether these are enforceable depends on state law, the scope of the restriction, and whether the employer has a legitimate protectable interest.

An NDA (Non-Disclosure Agreement) generally cannot prevent you from working for a client, as its purpose is to protect confidential information, not restrict employment. However, if your contract contains a non-solicitation or non-compete clause, you may be legally barred from working with those clients.

Understanding the Legal Distinction

It is critical to distinguish between the three types of restrictive covenants often bundled into employment contracts. Confusing these can lead to unnecessary career paralysis.

NDA (Non-Disclosure Agreement): Prevents you from sharing trade secrets or proprietary data. It does not stop you from taking a job, provided you do not use the former employer's confidential information.
Non-Solicitation Agreement: Specifically prohibits you from actively reaching out to or doing business with the former employer's clients.
Non-Compete Agreement: A broader restriction that prevents you from working for a competitor or starting a competing business within a specific timeframe and geographic area.

Key takeaway: If your contract only contains an NDA, you are likely free to work for a client, provided you do not disclose your former employer's confidential data during that work.

Action Item: Review your contract specifically for the words "non-solicitation" or "non-compete." If those headers are absent, your risk is significantly lower.

Factors That Determine Enforceability

Courts do not enforce restrictive covenants automatically. They apply a "reasonableness" test. If a clause is overly broad, a judge may strike it down entirely or "blue-pencil" (rewrite) it to be more reasonable.

Factor	What Courts Look For
Duration	Usually 6 to 12 months is acceptable; 2+ years is often viewed as excessive.
Geographic Scope	Must be limited to where the employer actually does business.
Protectable Interest	Does the employer have a legitimate need to protect trade secrets or client goodwill?
Public Policy	Does the restriction prevent you from earning a living in your chosen profession?

Jurisdictional Variations

The law is highly localized. In California, Business and Professions Code Section 16600 makes almost all non-compete agreements void. In contrast, Texas and Florida are generally more employer-friendly, provided the restrictions are "reasonable."

Action Item: Check the "Governing Law" clause in your contract. This determines which state's laws apply to your dispute.

How to Evaluate Your Risk

If you are considering a role with a former client, follow this step-by-step assessment to gauge your legal exposure:

Identify the Clause: Locate the specific language in your contract. Does it say "you cannot work for" or "you cannot solicit"?
Define the Client Relationship: Did you have a personal relationship with the client, or was the relationship purely institutional?
Assess Confidentiality: Can you perform the new job without using any of your former employer's proprietary information?
Consult Counsel: If the contract is high-stakes, spend the money for a one-hour consultation with an employment attorney in your jurisdiction.

Common Red Flags in Contracts

Watch for these aggressive terms that often signal an unenforceable or overly restrictive contract:

"No-Hire" clauses: These are increasingly scrutinized by the FTC and Department of Justice as anti-competitive.
Unlimited Duration: Any clause that lacks a clear end date (e.g., "in perpetuity") is almost always unenforceable.
Overly Broad Definitions: If the contract defines "clients" as anyone you ever had contact with, even if they never did business with the firm, it is likely too broad.

Key takeaway: An employer cannot use a contract to prevent you from using your general skills and knowledge. They can only protect specific, legitimate business interests like trade secrets or unique client relationships.

Action Item: If you find a "no-hire" or "non-solicitation" clause, document exactly what you did during your employment to ensure you can prove you aren't using proprietary data.

Leveraging Technology for Contract Clarity

Navigating these legal nuances is difficult without professional help, but you don't have to guess. TermScore uses advanced AI to analyze your employment agreements, instantly flagging restrictive covenants and highlighting potential risks regarding non-solicitation and non-compete clauses. By uploading your contract to TermScore, you can gain immediate clarity on your legal obligations before you sign or accept a new role.