What makes an employment NDA void?

An NDA is void if it is overly broad, lacks a reasonable time limit, restricts the disclosure of illegal acts, or prevents an employee from working in their chosen profession without a legitimate business interest.

Are perpetual NDAs enforceable?

Generally, no. Courts often strike down perpetual NDAs unless the information is a trade secret that remains valuable indefinitely.

Can an NDA prevent me from reporting workplace harassment?

No. Under laws like the Speak Out Act in the U.S., NDAs cannot prevent the disclosure of sexual assault or harassment claims.

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.

What specific contract language makes an employment NDA void?

An employment NDA is void or unenforceable if it is overly broad, lacks a reasonable time limit, restricts the disclosure of illegal acts, or attempts to protect information that is already public knowledge. Courts will strike down clauses that impose undue hardship on an employee’s ability to earn a living.

The Anatomy of an Unenforceable NDA

Courts evaluate NDAs based on the "reasonableness" test. If a contract is drafted too broadly, it ceases to be a protection of trade secrets and becomes an illegal restraint on trade. Below are the primary red flags that signal an unenforceable agreement.

1. Overly Broad Definitions of Confidential Information

If an NDA defines "Confidential Information" to include everything an employee learns during their tenure, it is likely void. Information must be proprietary and not generally known to the public.

Vague terminology: Phrases like "all information acquired during employment" are often rejected.
Public knowledge: Clauses that attempt to restrict information already available in the public domain are unenforceable.
General skills: NDAs cannot prevent employees from using the general knowledge, skills, and experience gained while on the job.

Key takeaway: If your NDA defines confidential information so broadly that it covers your daily tasks or general industry knowledge, it is likely unenforceable.

2. Lack of Reasonable Time Limitations

While trade secrets may require indefinite protection, most operational information does not. An NDA that lasts forever without a specific justification is frequently viewed as a restraint on trade.

Information Type	Typical Reasonable Duration
General Business Strategy	1–3 Years
Customer Lists	2–5 Years
Trade Secrets	Indefinite (if kept secret)

3. Violations of Public Policy and Statutory Law

Recent legislative shifts have rendered many standard NDA clauses void. You cannot contract out of legal obligations to report wrongdoing.

The Speak Out Act: In the U.S., NDAs are void regarding sexual assault or sexual harassment disputes.
Whistleblower Protections: Clauses that prohibit reporting illegal activity to government agencies (like the SEC or EEOC) are void as a matter of public policy.
Non-Disparagement Overreach: If a non-disparagement clause effectively functions as an NDA to hide illegal conduct, it may be struck down.

Jurisdictional Variations

The enforceability of an NDA is highly dependent on state law. California, for example, has some of the strictest protections for employees, often rendering broad NDAs void under Business and Professions Code Section 16600.

Review the Choice of Law clause: Determine which state's laws govern the agreement.
Check local statutes: States like California, Washington, and Illinois have specific bans on NDAs that restrict an employee's right to discuss workplace conditions.
Assess the "Blue Pencil" Doctrine: In some states, courts will rewrite an overly broad NDA to make it reasonable. In others, they will simply void the entire agreement.

Key takeaway: Always check if your state has specific legislation prohibiting NDAs that restrict discussions regarding workplace harassment or discrimination.

How to Identify Red Flags in Your Contract

To determine if your NDA is problematic, look for these specific linguistic markers:

"Any and all information": This is a major red flag for overbreadth.
"At any time in the future": This suggests an unreasonable, potentially perpetual duration.
"Including but not limited to": When followed by a list of general job duties, this indicates the employer is trying to capture non-confidential information.

Practical Steps for Employees and Employers

If you are reviewing an NDA, follow these steps to ensure compliance and fairness:

Narrow the scope: Ensure the definition of confidential information is limited to specific, proprietary data.
Define the duration: Include a sunset clause for non-trade secret information.
Include carve-outs: Explicitly state that the NDA does not prevent the employee from reporting illegal activity to government authorities.

TermScore utilizes advanced AI to instantly scan your employment contracts for these specific red flags, highlighting overly broad definitions and missing statutory carve-outs before you sign. By automating the legal review process, TermScore ensures your agreements are balanced, enforceable, and compliant with current labor laws.