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

An NDA protects proprietary information and trade secrets. A non-solicitation agreement specifically prohibits you from poaching clients or employees from your former employer for a set timeframe, usually 6 to 24 months.

Are non-solicitation agreements enforceable?

Enforceability varies by jurisdiction. While some states like California strictly limit these agreements, others enforce them if they are reasonable in scope, duration, and geographic reach.

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.

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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 broad employment NDA prevent me from working for a client who previously worked with my former employer?

Q: Does a broad employment NDA prevent me from working for a client who previously worked with my former employer?

A standard NDA typically does not prevent you from working for a former client, provided you do not disclose trade secrets. However, if your contract includes a non-solicitation or non-compete clause, you may be legally restricted from engaging with that client for a specific period.

Does a broad employment NDA prevent me from working for a client?

A standard Non-Disclosure Agreement (NDA) generally does not prevent you from working for a former client, as its primary purpose is to protect trade secrets, not to restrict your employment. However, you must distinguish between an NDA and a non-solicitation or non-compete clause, which are often bundled in employment contracts and can legally prohibit you from engaging with former clients for a set period.

Key takeaway: An NDA protects information, while a non-solicitation clause protects relationships. Always check your contract for a 'Non-Solicitation of Customers' section, as this is the clause that actually restricts your ability to work with former clients.

Understanding the Contractual Landscape

To determine if you are at risk, you must identify which specific clauses are present in your agreement. Employers often use "catch-all" language that blends confidentiality with restrictive covenants. Use the following table to differentiate your risks:

Clause Type	Primary Purpose	Impact on Client Work
NDA	Protects trade secrets/data	Minimal; you can work with clients if you don't leak data.
Non-Solicitation	Protects client relationships	High; often prohibits working with former clients for 6-24 months.
Non-Compete	Protects market position	Total; may bar you from working in the same industry entirely.

The Role of Trade Secrets

Even without a non-solicitation clause, an NDA can indirectly prevent you from working with a client if your new role requires you to use your former employer's proprietary information. If you cannot perform the job without "inevitably" disclosing trade secrets, the former employer may seek an injunction.

Technical Data: Proprietary algorithms, source code, or manufacturing processes.
Business Intelligence: Unreleased pricing strategies, client lists, or marketing roadmaps.
Internal Processes: Unique methodologies that provide a competitive advantage.

Action Item: Review your contract for the definition of "Confidential Information." If it includes "client lists" or "customer preferences," your risk of a breach increases significantly.

Jurisdictional Enforceability

The enforceability of these clauses depends heavily on your state. Courts generally disfavor "restraint of trade," meaning they will only enforce clauses that are reasonable.

Key Jurisdictional Factors

California: Business and Professions Code Section 16600 makes most non-competes void. Non-solicitation agreements are also heavily scrutinized and often unenforceable.
New York/Texas: These states generally enforce non-solicitation agreements if they are limited in duration (typically 12 months) and scope.
Reasonableness Test: Courts look at the duration (is it longer than 2 years?), the geographic scope, and the specific interest the employer is trying to protect.

Action Item: Search for your state’s "Blue Pencil" doctrine. In some states, if a clause is too broad, a judge can rewrite it to be reasonable. In others, they will strike the entire clause down.

Steps to Take Before Accepting New Work

If you are concerned about a potential breach, follow this systematic approach to mitigate your legal exposure:

Audit your contract: Identify the specific "Restrictive Covenants" section.
Assess the client relationship: Did you solicit the client, or did they approach you? Solicitation is often defined as "active outreach."
Consult counsel: If the contract is ambiguous, a 30-minute consultation with an employment attorney is cheaper than a cease-and-desist letter.
Document your independence: Ensure your new work does not rely on any materials, templates, or data from your former employer.

Key takeaway: Never assume a clause is unenforceable just because it seems unfair. Always seek professional verification before signing a new client that could trigger a legal dispute.

How TermScore Can Help

Navigating the fine print of employment agreements is complex and high-stakes. TermScore uses advanced AI to instantly scan your contracts, flagging restrictive covenants, non-solicitation clauses, and potential areas of liability. By uploading your document to TermScore, you can gain immediate clarity on your legal obligations, allowing you to make informed career decisions without the fear of unexpected litigation. Visit TermScore today to analyze your contract in seconds.