What are the common red flags of an overbroad NDA?

Red flags include lack of time limits, failure to exclude public domain information, inclusion of 'all information' learned during employment, and lack of specificity regarding what constitutes a trade secret.

Can an employer legally restrict my general skills?

No. Courts consistently rule that employers cannot restrict an employee's ability to use their general knowledge, skill, and experience acquired during the course of employment, as this would constitute an unlawful restraint on trade.

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.

How do I know if the definition of proprietary information in my employment NDA is legally overbroad?

How to Identify Overbroad Proprietary Information Definitions

An NDA definition is overbroad if it fails to distinguish between legitimate trade secrets and your general knowledge, skills, or experience. If the definition includes information that is public, readily ascertainable, or acquired prior to employment, it is likely unenforceable and legally overbroad.

Key takeaway: A valid definition must be narrow enough to protect the employer's competitive advantage without preventing you from working in your chosen profession after you leave.

The Anatomy of an Overbroad NDA

Most overbroad NDAs rely on "catch-all" language designed to intimidate employees. When reviewing your contract, look for these specific red flags that signal a lack of legal precision.

Lack of Exclusions: The definition fails to explicitly exclude information that is already in the public domain or known to you prior to your start date.
The "All-Encompassing" Trap: Phrases like "all information learned during the course of employment" are legally suspect because they capture non-confidential administrative or general industry knowledge.
No Temporal Limit: While trade secrets can be protected indefinitely, other "confidential" information should have a reasonable expiration date (typically 2–5 years).
Vague Categorization: The contract fails to define what constitutes a "trade secret" under the Defend Trade Secrets Act (DTSA) or state-specific Uniform Trade Secrets Act (UTSA) standards.

Action Item: Highlight any clause that does not explicitly exclude "information that becomes generally known to the public through no fault of the employee."

Comparison: Reasonable vs. Overbroad Definitions

Feature	Reasonable Definition	Overbroad Definition
Scope	Specific to proprietary data/IP	Includes all knowledge/skills
Public Info	Explicitly excluded	Included by omission
Duration	Limited or tied to trade secret status	Perpetual for all data
Prior Knowledge	Excluded	Not mentioned

Legal Standards for Enforceability

Courts apply a "reasonableness" test to determine if an NDA is enforceable. In jurisdictions like California, the standard is exceptionally high, and broad NDAs are often struck down entirely under Business and Professions Code Section 16600.

The "General Knowledge" Doctrine

You have a fundamental right to your own "skill, knowledge, and experience." An NDA cannot legally prevent you from using the general professional expertise you developed while working for a company. If a definition of proprietary information is so broad that it effectively prevents you from working for a competitor by claiming your "experience" is their "proprietary information," it is overbroad.

The Requirement of Independent Economic Value

Under the DTSA, information must derive independent economic value from not being generally known to qualify as a trade secret. If your NDA defines "proprietary information" to include things like internal meeting schedules or standard office procedures, it fails this test.

Action Item: Check if your contract defines "Confidential Information" as anything that provides a "competitive advantage." If it does, ensure there is a carve-out for your general professional skills.

How to Evaluate Your NDA Step-by-Step

Identify the Definition Section: Locate the "Definitions" or "Confidential Information" clause.
Check for Exclusions: Look for a list of items that are NOT confidential (e.g., public info, prior knowledge).
Assess the "General Knowledge" Clause: Ensure there is language protecting your right to use your general skills.
Verify the Duration: Determine if the confidentiality obligation is perpetual or time-bound.
Consult Local Law: Check if your state has specific statutes (like California or Oklahoma) that limit the scope of restrictive covenants.

Key takeaway: If your NDA lacks a "General Knowledge" carve-out, you are at higher risk of being sued for simply performing your job duties at a new company.

Automated Contract Analysis with TermScore

Manually parsing dense legal jargon is prone to error and time-consuming. TermScore uses advanced AI to instantly scan your employment agreements, flagging overbroad definitions, missing exclusions, and clauses that conflict with your state's labor laws. By providing an objective risk assessment, TermScore empowers you to negotiate with confidence and clarity. Upload your contract to TermScore today to see exactly where your NDA stands.