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Nondisclosure agreements in California: what you cannot include

On Behalf of | Apr 15, 2024 | Civil Litigation, Copyright Law, San Francisco Civil Litigation Blog, Trade Secret Litigation |

Nondisclosure agreements are contracts, a promise, to keep certain information secret. They come in handy when you want to share something that is private and you do not want the whole world to know about it.

Many times, these agreements are incorporated into contracts as clauses. For example, in an employment contract, an employer may ask a potential employee not to reveal certain information about the company or their work to people outside the company.

However, there is a limit to what a nondisclosure can include. Every state has its own set of rules and this applies to California, but most states are more or less the same.

Keeping you quiet forever

A nondisclosure in California cannot last forever and ever. They need to have an end date, so anyone who signs it is not sworn to silence for life.

Silencing you everywhere

A nondisclosure cannot limit a person’s right to free speech. It cannot stop someone from talking about things unrelated to the matter they promised not to disclose.

For example, in an employment context, an employer cannot ask or order an employee not to speak/limit their speech in their free time. That is against the law.

Making you keep every little detail secret

These documents cannot ask that a person keep every single little piece of information to themselves.

Some things are meant to be shared, like what a person did last weekend (outside of work) or how to make a killer guacamole recipe. The law protects individuals from unreasonable requests like this one.

Hiding the NDA details

A person or entity asking you to sign an NDA (nondisclosure agreement) cannot keep you in the dark about the details of the nondisclosure agreement. They have to explain it to you in simple, easy-to-understand terms and ensure that you understand what you are getting into.

Keeping you from reporting bad things

A non-disclosure agreement cannot prevent an individual from reporting illegal or inappropriate behavior, even in the context of employment.

Making you pay if you slip up

No one can ask you to pay any amount of money if you accidentally reveal information you were not supposed to. The person or entity cannot hit you with huge fines that would leave you penniless. According to the law, consequences have to be fair.

Changing the rules

The person who drafts the NDA cannot change the terms of the agreement after you sign it. Once it is set in stone, it is set. Trying to change the terms of the agreement after the fact is like agreeing to play a game and then someone changing the rules halfway through.

Locking you down from future jobs

An employer cannot handcuff you to their company forever. It cannot stop you from getting a new job. The law protects individuals’ right to have the freedom to grow in their careers.

Remember, if anyone asks you to sign a nondisclosure agreement in California, make sure you read it carefully and understand your rights. If you are not sure about something, check with an attorney. Your secrets and your future are important, so protect them wisely.



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