Confidentiality / NDA Clause

What This Clause Does

Nearly every employment contract includes a confidentiality clause — and most of the time it's reasonable. You're agreeing not to share the company's trade secrets, customer lists, pricing strategy, and internal processes with outsiders. This obligation typically continues after you leave.

The key question is how broadly "confidential information" is defined. A good clause limits it to information the company treats as confidential and marks or communicates as such. A bad one covers everything you ever learn at work — which could prevent you from using general skills and knowledge in your next job. Look for a carve-out for information that's already publicly known.

What This Looks Like in a Contract

"Employee agrees to hold in strict confidence all Confidential Information of Company. 'Confidential Information' means any information disclosed by Company that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure."

Red Flags to Watch For

• No time limit on the confidentiality obligation after employment ends
• Definition covers general skills and knowledge, not just specific company secrets
• No carve-out for publicly available information
• Covers information you had before joining the company

Negotiation Strategies