5 Reasons an NDA Might Not Hold Up
1. The language is overly broad
If an NDA tries to stop you from discussing things far beyond genuine trade secrets — like your own general skills or publicly known information — courts often view it with skepticism.
2. There is no defined time limit
An NDA that claims to last forever, with no end date, is one of the most common reasons courts strike one down or narrow its scope. Reasonable durations are typically one to five years.
3. It covers information that was never confidential
NDAs can only protect genuinely secret information. If what you are being asked to keep quiet was already public, or is just general industry knowledge, that part of the NDA is not enforceable.
4. It tries to silence harassment or illegal conduct
Laws like the Speak Out Act prevent NDAs from being used to silence reports of sexual harassment or assault. NDAs cannot be used to cover up illegal activity or block whistleblowing.
5. It was never put in writing
Most courts require an NDA to be in writing to enforce confidentiality. A verbal agreement rarely holds up if it is challenged.
Frequently Asked Questions
What makes an NDA legally enforceable?
An NDA is generally enforceable when it clearly defines what counts as confidential information, has a reasonable time limit, both parties agreed to it voluntarily, and it does not try to cover illegal conduct or information that was never truly confidential.
Can an NDA be too broad to enforce?
Yes. Courts often refuse to enforce NDAs that try to restrict far more than necessary, such as banning you from discussing your own general skills and experience, or covering information that was never actually secret.
Does an NDA need a time limit to be enforceable?
Most courts expect a reasonable, defined time period. An NDA that claims to bind you forever, with no end date, is one of the most common reasons courts strike an NDA down or narrow its scope.
Can an NDA stop me from reporting harassment or illegal activity?
No. Laws such as the Speak Out Act prevent NDAs from silencing reports of sexual harassment or assault, and NDAs generally cannot be used to hide illegal conduct or block whistleblowing.