What constitutes a trade secret versus general industry knowledge?

Trade secrets are proprietary, non-public processes or data that provide a competitive advantage. General industry knowledge includes standard software proficiency, common workflows, and professional skills that are transferable across the industry.

How can I tell if my NDA is legally overbroad?

An NDA is likely overbroad if it attempts to restrict your ability to work in your chosen profession, claims ownership over your general professional development, or fails to define specific, proprietary trade secrets.

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 employer enforce an NDA against me for using industry-standard software tools I learned on the job?

Q: Can an employer enforce an NDA for using industry-standard software tools I learned on the job?

No. Employers cannot use NDAs to prevent you from using general industry knowledge or standard software skills. Courts consistently rule that 'general skill and knowledge' acquired during employment belongs to the employee, not the employer, and cannot be restricted by restrictive covenants.

Can an employer enforce an NDA for using industry-standard software tools I learned on the job?

No. Employers cannot legally enforce an NDA to prevent you from using general industry knowledge, standard software proficiency, or professional skills acquired during your employment. Courts distinguish between proprietary trade secrets and your personal "general skill and knowledge," the latter of which is yours to take to any future employer.

Key takeaway: Your professional development is your property. An employer cannot "own" your ability to use industry-standard software like Salesforce, Adobe Creative Cloud, or Python, even if you learned those tools while on their payroll.

The Legal Distinction: Trade Secrets vs. General Knowledge

To understand why your employer likely cannot stop you from using software skills, you must understand the legal threshold for trade secrets. Under the Defend Trade Secrets Act (DTSA) and the Uniform Trade Secrets Act (UTSA), a trade secret must derive independent economic value from not being generally known.

What is Protected (Trade Secrets)

Proprietary algorithms developed specifically for the company.
Non-public customer lists or specific pricing strategies.
Internal, confidential business processes that provide a unique competitive edge.

What is Not Protected (General Knowledge)

Proficiency in industry-standard software (e.g., Excel, Jira, AWS).
Common industry workflows or "best practices."
General professional skills, such as project management or coding languages.

Action Item: Review your NDA for a "Definitions" section. If it defines "Confidential Information" to include "all knowledge acquired during employment," it is likely unenforceable in most jurisdictions.

Why Courts Reject Overbroad NDAs

Courts are increasingly hostile toward NDAs that function as de facto non-compete agreements. If an NDA effectively prevents you from working in your field by claiming ownership over your software skills, it violates public policy regarding employee mobility.

Feature	Enforceable Clause	Unenforceable Clause
Scope	Specific proprietary data	"All knowledge gained on the job"
Duration	Limited to trade secret lifespan	Perpetual restriction
Purpose	Protecting company assets	Restricting employee mobility

Jurisdictional Variations

While the general rule holds across the United States, specific states have stricter protections for employees:

California: Business and Professions Code Section 16600 makes almost all non-compete and overly broad restrictive covenants void.
New York: Courts apply a "reasonableness" test, often striking down clauses that impose undue hardship on the employee.
Washington/Illinois: Recent legislation has specifically targeted NDAs that prevent employees from discussing working conditions or using general skills.

Action Item: Check your state's labor department website for "restrictive covenant" guidelines to see if your specific state has banned broad NDAs.

How to Identify Red Flags in Your Contract

If you are worried about your current contract, look for these specific red flags that suggest an employer is overreaching:

The "Everything is Confidential" Clause: If the contract labels every email, software tool, and conversation as a trade secret.
Lack of Geographic or Temporal Limits: If the NDA lasts forever or applies globally without a clear business justification.
The "Non-Solicitation" Hybrid: If the NDA includes language that prevents you from working for competitors, it is likely a disguised non-compete.

Key takeaway: If your employer threatens legal action, ask them to identify the specific, non-public trade secret you are allegedly misappropriating. If they cannot name one, they are likely bluffing to intimidate you.

Protecting Your Career Mobility

You have the right to build your career. Employers invest in training, but that investment does not grant them a permanent lien on your brain or your technical proficiency. When moving to a new role, focus on demonstrating your value through your portfolio and experience, not by disclosing the specific, proprietary "secret sauce" of your previous employer.

If you are concerned about the language in your employment agreement, TermScore can automatically analyze your contract to identify overbroad clauses, unenforceable restrictions, and potential risks to your career mobility, giving you the clarity you need to sign with confidence.