To Sign or Not to Sign: What to Do If Asked to Sign an NDA

Non-disclosure agreements (NDAs) are common in many workplaces, especially for employees who have access to sensitive information. If you're asked to sign an NDA, you may wonder whether it's in your best interest to do so. Here's a guide to help you navigate this situation.

Why employers ask employees to sign NDAs

Employers use NDAs to keep employees from sharing confidential information: client lists, pricing, source code, product plans, trade secrets, and internal financials. You might be asked to sign one when you start a job, when you move onto a sensitive project, or when your role starts touching proprietary data. Signing is common and usually reasonable, but the specific terms decide how much the agreement actually limits you.

What an NDA cannot stop you from doing

A confidentiality clause has limits. In the United States, an NDA generally cannot bar you from reporting illegal activity to a government agency, discussing your wages and working conditions with coworkers (a right protected under the National Labor Relations Act), or responding to a lawful subpoena. If an NDA tries to gag you on any of those, that language is often unenforceable, but it is still worth raising before you sign.

Nuances by State

It's essential to consider that the laws regarding NDAs and employment agreements may vary by state. Some states have specific regulations that impact the enforceability of NDAs, the scope of confidentiality, and the rights of employees. Before signing any document, including an NDA, it's advisable to consult with a legal professional familiar with the laws in your state.

Example Scenarios

Scenario 1: You're Asked to Sign an NDA Before Starting a New Job

If you're asked to sign an NDA as part of your onboarding process for a new job, carefully review the terms of the agreement. Pay attention to the scope of confidentiality, the duration of the agreement, and any restrictions it may impose on you. If you have concerns or questions, consider seeking guidance from an employment attorney.

Scenario 2: Your Employer Requests an NDA for a Specific Project

If your employer requests that you sign an NDA for a specific project or assignment, evaluate whether the information is truly confidential and warrants the need for an NDA. If you believe the terms are too restrictive or may impact your ability to pursue future opportunities, discuss your concerns with your employer or legal counsel.

Other Questions to Consider

• What are the potential consequences of refusing to sign an NDA?
• How can an NDA affect your future job prospects?
• Are there any alternatives to signing an NDA that still protect confidential information?

Deciding whether to sign an NDA is rarely black and white, especially when you are weighing the job against your future options. If the terms worry you, ask an employment attorney to review it before you sign.

For more information on creating legally sound contracts, check out Contractable.

Related guides

• How to Sign Documents as a Power of Attorney
• Can a Minor Sign a Contract?
• Can a Tenant Refuse to Sign a Lease?
• Free NDA Template (Non-Disclosure Agreement to Copy, Paste & Customize)
• NDA Contract Template: How to Write a Non-Disclosure Agreement