8 Reasons the NDA You Signed Might Not Be Enforceable
If you’ve ever started a new job, you might have been asked to sign a non-disclosure agreement (NDA). This is a legal document that says you won’t share the company’s private information with others. Companies use NDAs to protect things like customer lists, business plans, and special ideas or products.
But here’s the thing—just because you signed an NDA doesn’t always mean it’s legal or fair. Some NDAs can’t be used in court because they break certain rules.
If you’re worried about an NDA you signed, here are 8 reasons why it might not be enforceable (which means it wouldn’t hold up in court).
1. The NDA Is Too Broad
If the NDA is written in a way that’s too general or tries to stop you from talking about almost anything, it may not be valid. For example, if it says you can’t talk about anything from your job, even things that aren’t really secret, a court might not agree with it.
NDAs should only protect real business secrets—not everyday job tasks or common information.
2. The NDA Lasts Too Long
Most NDAs have a time limit—like 1 to 3 years. If the NDA lasts forever, or for way too long, that could be unfair. Courts may not allow a company to stop you from talking about something for the rest of your life.
The length of the agreement should match how long the information actually needs to be kept private.
3. It’s Being Used to Hide Something Illegal
An NDA should not be used to cover up bad behavior. If the NDA tries to stop you from reporting something illegal, like sexual harassment or discrimination, it may be against the law.
There are even laws that protect people from being silenced. For example, the Speak Out Act says that people can’t be forced to keep quiet about sexual misconduct through NDAs. If your NDA tries to do this, it likely won’t hold up in court.
4. You Already Knew the Information
If you already knew something before signing the NDA, it can’t stop you from talking about it. NDAs are meant to protect new, private information that you learned at work—not stuff you already had access to.
If your old job is trying to hold you to an NDA for something you knew before you even started, it may not be valid.
5. You Didn’t Agree Freely
Both you and the company have to agree to the NDA willingly. If you were forced, tricked, or didn’t understand what you were signing, it might not count.
For example, if your boss told you to sign it without explaining anything or giving you time to read it, that could be a problem.
6. It Doesn’t Explain What’s Confidential
A good NDA should tell you exactly what you’re not allowed to share. If the agreement is too vague or doesn’t make sense, it’s hard to follow—and hard to enforce.
If you can’t tell what’s private and what’s not, it’s unfair to expect you to follow the rules.
7. The Employer Didn’t Keep Things Secret
If your employer didn’t treat the information like a secret, they may not be able to use the NDA against you. For example, if everyone at work could see the private files or if they shared the same information with customers or online, it’s not really “confidential.”
In other words, they can’t expect you to keep a secret they didn’t protect themselves.
8. It Tries to Stop You From Using Your Skills
An NDA shouldn’t stop you from using basic skills or general knowledge you’ve learned on the job. For example, if you learned how to use a certain computer program, you should still be able to use that skill at your next job.
NDAs can protect trade secrets, but they can’t take away your right to use your own experience.
What Should You Do?
If your old boss or company is trying to use an NDA to stop you from working, speaking up, or moving forward in your career, you don’t have to face it alone. Braslow Legal helps people like you understand NDAs and fight back when those agreements are being used unfairly.
If you’re looking for a trademark attorney in Orlando, we recommend reaching out to Braslow today.
Final Thoughts
NDAs are supposed to protect real secrets—not scare people into silence. If you’re being treated unfairly because of an NDA, it’s important to know your rights and get help.
Braslow Legal is here to stand by your side. Don’t let an unfair NDA hold you back.