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Eight reasons the NDA you signed might not be enforceable

On Behalf of | Mar 21, 2024 | Employment Law |

Non-disclosure agreements are increasingly common in the workplace. Their intent is to prohibit employees from disclosing confidential business details and are sometimes necessary to protect a company’s sensitive information.

If you have left a job where you signed an NDA, it is important to be aware of situations where the agreement might not hold up in court.

1. Overly broad language

Is the language in the NDA too broad? If it prohibits you from discussing things unrelated to the company’s legitimate interests, it might not be enforceable.

2. Unreasonable duration

Consider the duration stipulated within the NDA. If it lasts indefinitely or for an unreasonably long time, it could be unenforceable.

3. Public policy concerns

NDAs are not for the purpose of covering up illegal activities or preventing whistleblowing. If the agreement goes against public policy, it may not be enforceable.

4. Prior knowledge

As with lack of consideration, timing in terms of prior knowledge also plays a role in NDA enforceability. If you already had the information covered by the NDA before signing it, the agreement might not be binding against you.

5. Mutual consent

Both parties must enter into the NDA voluntarily and with a clear understanding of its terms. If there was coercion or deception involved, the agreement may not be valid.

6. Inadequate identification of confidential information

The NDA should clearly define what constitutes confidential information. If it is too vague or ambiguous, it could be difficult to enforce.

7. Breach by the employer

Safeguarding secrecy should be universal. If the employer fails to keep the information confidential themselves, it might weaken their ability to enforce the NDA against you.

8. Trade secrets vs. general knowledge

NDAs cannot prevent employees from using general knowledge or skills gained through experience in future employment. If the information is not truly a trade secret, the NDA may not be enforceable.

If you think you are being unfairly held to an NDA, it is important to understand its enforceability and, if necessary, to take measures to secure your rights.