Does an NDA prevent me from working for a competitor?

No, an NDA does not prohibit you from working for a competitor. It only prohibits you from disclosing or using your former employer's confidential information or trade secrets.

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

An NDA protects specific information, while a non-compete restricts your ability to work in a specific industry or geographic area for a set period.

Can an employer sue me for working for a competitor if I have an NDA?

They can sue if they have evidence that you are misappropriating trade secrets, but they cannot sue simply because you accepted a job with a competitor.

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 stop me from working for a competitor if I signed an NDA but not a non-compete?

No, an NDA (Non-Disclosure Agreement) does not legally prevent you from working for a competitor. An NDA only restricts your ability to disclose or use your former employer's confidential information or trade secrets. Unless you signed a separate non-compete agreement, you are generally free to accept a new role.

Key takeaway: An NDA is a shield for information, not a shackle for your career. It prohibits the misuse of data, not the act of employment.

Understanding the Legal Distinction

It is critical to distinguish between a restrictive covenant (non-compete) and a confidentiality agreement (NDA). Courts view these as fundamentally different legal instruments.

Non-Compete Agreements: These explicitly restrict your right to work for a competitor, often within a specific geographic radius or for a set timeframe (typically 6 to 24 months).
Non-Disclosure Agreements (NDAs): These protect specific proprietary information, such as client lists, source code, or internal business strategies. They do not prevent you from using your general skills, knowledge, or experience in a new job.

Feature	Non-Compete Agreement	Non-Disclosure Agreement (NDA)
Primary Purpose	Restricts employment	Protects information
Enforceability	Highly scrutinized/often limited	Generally enforceable
Scope	Industry/Geography	Specific data/Trade secrets

Action Item: Review your contract for the specific title of the clause. If it is labeled "Confidentiality" or "Non-Disclosure," it is not a non-compete.

The "Inevitable Disclosure" Doctrine

While an NDA does not stop you from working for a competitor, some employers attempt to use the "Inevitable Disclosure Doctrine" to block your move. This is a legal theory where an employer argues that you cannot possibly perform your new job without inevitably using the trade secrets of your former employer.

When is this doctrine applied?

The new role is nearly identical to your previous role.
The information you possess is highly sensitive (e.g., secret formulas, proprietary algorithms).
The competitor is a direct, fierce rival.

However, this doctrine is not recognized in all jurisdictions. For example, California courts strongly disfavor it, whereas other states may apply it under very narrow, fact-specific circumstances. It is rarely successful unless the employer can prove actual or threatened misappropriation of specific trade secrets.

Action Item: If your new role is identical to your old one, consult with an attorney to ensure you have a clear plan to compartmentalize your work and avoid using any proprietary data from your previous employer.

Red Flags to Watch For

Even without a non-compete, employers may try to intimidate employees into staying. Watch for these red flags:

Threatening letters: Receiving a "cease and desist" letter from your former employer’s legal department.
Overly broad definitions: An NDA that defines "confidential information" so broadly that it includes your general industry knowledge.
Non-solicitation clauses: Check if your NDA contains a "non-solicitation" clause, which prevents you from poaching former clients or coworkers. This is different from a non-compete but can still limit your effectiveness in a new role.

Action Item: Never sign a "separation agreement" or "release of claims" upon leaving without having it reviewed. These documents often contain "hidden" non-compete or non-solicitation clauses that you did not have in your original employment contract.

How to Protect Yourself

Audit your original contract: Confirm there is no non-compete clause.
Document your skills: Keep a record of your general professional skills that are independent of your former employer’s proprietary data.
Maintain strict boundaries: Do not take any physical or digital files, client lists, or internal documents to your new employer.
Be transparent: If your new employer asks about your previous contract, be honest about the NDA but clarify that you are fully capable of performing your new duties without violating it.

Action Item: If you are unsure about the language in your contract, use TermScore to instantly analyze your document. TermScore identifies restrictive covenants, non-solicitation clauses, and confidentiality obligations, providing you with a clear, plain-English summary of your legal risks before you make your next career move.