NDA and Confidentiality: What Employees Should Know

Employment contracts often include confidentiality or non-disclosure (NDA) clauses. They're meant to protect the company's sensitive information—and they can be reasonable or overly broad. If you don't understand what you're agreeing to, you may later feel you can't discuss your role, your skills, or even that you worked there. That can hurt your ability to get the next job, do interviews, or build a portfolio. Here's what these clauses usually mean, what to watch for, and what to ask for before you sign.

What you're agreeing to

Before you sign, the contract should make clear what counts as "confidential," how long the obligation lasts, and what's excluded. If any of these are vague or missing, push for clarity.

Confidential information

You agree not to disclose the company's "confidential" information. The contract should define what counts—for example: customer data, trade secrets, financials, business plans, technical specs, or a list of categories. If the definition is very broad ("any information you learn," "all business information," "all information disclosed to you"), it can limit what you can say about your role, your projects, or your skills later. In future interviews you need to be able to describe what you did; in your portfolio you may want to mention projects (without revealing secrets). A broad definition can make you unsure what you're allowed to say. Look for a clear, limited list or categories. If it says "any information," push back or get advice.

Duration

How long does the obligation last? One to three years after leaving is common. Some contracts say "indefinitely" or "until the information is no longer confidential"—which can mean forever if the company never makes the information public. Indefinite or very long terms are harder to live with and may be unenforceable in some places. Push for a fixed term (e.g. 2–3 years) where possible. If the contract says "forever," ask whether the company would consider a time limit; if they say no, get advice.

Exclusions

There should be carve-outs for: (1) information that is or becomes public through no fault of yours, (2) information you knew before joining (and didn't get from the company), (3) information you develop independently (on your own time, without company resources), and (4) information you receive from a third party without restriction. Without these exclusions, the clause can be overly restrictive—and in some jurisdictions, courts may refuse to enforce clauses that are too broad. Make sure the contract spells out at least these exclusions. If it doesn't, ask for them.

Red flags

Some confidentiality clauses go beyond protecting real secrets and can affect your career. Watch for these.

Too broad

"All information disclosed," "all business information," or "any information you learn in the course of employment" can make almost anything "confidential." That can affect your ability to discuss your experience in future interviews, describe projects on your CV or portfolio (even in general terms), or mention that you worked for the company. In some places, such broad clauses are limited or unenforceable—but the contract may still be there and can make you nervous. If you see language like this, ask for a narrower definition or get advice.

No time limit

If the obligation lasts "indefinitely" or "until the information is no longer confidential," you may never be free to discuss your work. Push for a fixed term (e.g. 2–3 years after leaving). Many companies will agree; if they won't, understand the risk and consider getting advice.

Restrictions on your next role

Some clauses try to limit where you can work or what you can do after you leave—for example, "you may not work for a competitor for 12 months." That overlaps with non-compete rules; if you have both a confidentiality clause and a non-compete, read them together. In some places non-competes are limited or unenforceable (e.g. for certain roles or in certain jurisdictions); the contract may still contain them. Make sure you understand the combined effect: what can you say, and where can you work?

What to ask for

Before you sign, try to get these in writing.

• A clear, limited definition of confidential information. Prefer a list or categories (e.g. customer data, trade secrets, financials) over "any information" or "all business information."
• A fixed duration (e.g. 2–3 years after leaving). Avoid "indefinite" or "forever" if you can.
• Clear exclusions for: public information, information you knew before, information you develop independently, and information from third parties without restriction.
• Confirmation that you can still describe your role and skills in a normal way when job-hunting—for example, that you can say what your title was, what your responsibilities were, and what technologies or skills you used, without disclosing specific confidential data. Where the law allows, you should be able to do this; the clause shouldn't prevent it. If HR or legal won't put it in writing, at least get a verbal confirmation and note it.

BeforeYouSign can highlight confidentiality and NDA language in your offer so you know what you're agreeing to and what to clarify with HR before you sign.