Non-Disclosure (NDA)

Non-disclosure agreements prohibit you from sharing confidential information belonging to the other party. In their legitimate form, they protect trade secrets, client lists, and proprietary technology. Problems arise when the definition of 'confidential information' is so broad it covers virtually any information you encounter in the relationship — potentially including things you already knew or that are publicly available. Perpetual NDAs (no expiration date) can follow you for life. Some NDAs attempt to prevent you from disclosing misconduct, harassment, or illegal activity, which may be void as against public policy in many states following #MeToo-era legislation. Unilateral NDAs — where only you are bound — give no reciprocal protection. The clause can also restrict you from telling future employers what you worked on, making it hard to demonstrate your experience.

Request a narrow, specific definition of confidential information — ideally requiring it to be marked 'Confidential.' Set a clear expiration date (2–5 years is standard). Add carve-outs for publicly available information and legally required disclosures (e.g., to government agencies). Ensure the NDA does not prevent you from disclosing illegal conduct to regulators.