What is the scope of the Non-Disclosure Agreement?
A Non-Disclosure Agreement will likely ask you to keep very specific information confidential. However, it may be so broad that it could affect your ability to work down the road.
Some information should not be included in an NDA. Look for broad language that addresses things like:
- Publicly available information or data.
- Information that you got on your own or already had before starting your job.
- Data that you got from a third party that is unrelated to the employer or entity asking for the NDA.
If a Non-Disclosure Agreement is too broad, then it might not be legally enforceable. If it is narrow, it indicates that the company has thought about the information and cares about enforcing the contract.
You may also want to take note of how long you need to keep the information confidential once you sever ties with the employer or company.
What are the consequences of breaching an NDA?
Some Non-Disclosure Agreements include unpleasant consequences if you breach, or disclose information subject to the agreement you made. Consequences can range from termination of your employment to financial penalties. If the disclosure happens after your employment ends, both you and whomever the information was disclosed to, including a new employer, may be sued.
Sometimes, an NDA may include liquidated damages as a consequence for breaching the contract. Liquidated damages are basically fines for violating specific contract terms. You may want to ask an attorney about any specific liquidated damages clauses you encounter in an NDA, or any other contract.
Using information protected by an NDA for another employer can create a whole host of additional problems. This type of breach of an NDA may also lead to lawsuit and a legal injunction, which is a court order that requires you to stop or face more severe consequences.
What types of actions are considered a breach of an NDA?
The answer to that question depends on your particular Non-Disclosure Agreement. Disclosing the information in a conversation with someone else, publishing information online, or even sharing how to find the information while not disclosing it directly, could be a breach, or violation, of your NDA. Read your Non-Disclosure Agreement to locate the types of actions that are considered a breach and ask a lawyer if you have questions about specific actions.
Extremely restrictive NDAs may not even let you name the company on your resume or in your portfolio. As a freelancer or independent contractor, you may want to confirm whether the NDA allows you to highlight the work on your website, social media sites, or through other channels.
Can I negotiate the terms of a Non-Disclosure Agreement?
You may be able to modify a Non-Disclosure Agreement, however, often the terms may be set in stone and nearly impossible to change. If you cannot agree to the NDA as it is written, a company might move on to someone else who does not have a problem with it.
You can usually ask to make changes if you are uncomfortable with the language. If your request is rejected, then you may want to decide how much it matters to you. Companies that ask you to sign an NDA after you have accepted a position may be more likely to accept reasonable modifications.
If you have more questions about Non-Disclosure Agreements, or how signing one may affect you, reach out to a Rocket Lawyer network attorney for affordable legal advice.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.