What to Know When You Are Leaving Your Job and You Signed an NDA

As a general rule, employee non-disclosure agreements (NDAs) are enforceable in Maryland. However, there are limits, and whether your NDA is enforceable depends on the specific terms of your agreement. To ensure that you are making informed decisions when leaving your job, you will want to have your NDA reviewed by an experienced Maryland employment attorney.

Employers in a wide range of industries rely on non-disclosure agreements (NDAs) to protect their sensitive and proprietary information. Employee NDAs can serve a variety of valid business purposes; and, as a general rule, they are enforceable under Maryland law. But employee NDAs are subject to judicial scrutiny similar to non-competes and other restrictive covenants, and even when an NDA is fully enforceable, it protects only the information it specifically covers.

As a result, when leaving a job with an employer that required you to sign a non-disclosure agreement, it is important to make sure you know what your NDA protects—and what it doesn’t. While you will need to comply with your NDA (assuming it is legally enforceable), you will also want to ensure you do not unduly limit your employment or business opportunities.

Employee NDAs Are Generally Enforceable in Maryland (But Exceptions Apply)

As we mentioned above, employee NDAs are generally enforceable in Maryland. State law recognizes that NDAs can serve valid business purposes and allows employers to use them to protect information that is proprietary, valuable, or sensitive.

With that said, there are limits. Similar to non-competes and non-solicitation clauses, the Maryland courts evaluate employee NDAs to see whether they are reasonable in light of the employer’s legitimate business interests and the restrictions imposed on the employee. If an NDA is not reasonable under the circumstances, this could provide grounds for non-enforcement.

What an Employee NDA Protects (or May Protect)

Employers in Maryland can use employee NDAs to protect several types of information. For example, employers commonly use employee NDAs to protect:

• Proprietary research and development (R&D)
• Proprietary customer lists
• Trade secrets and other proprietary information
• Non-proprietary business information that is sensitive in nature
• Employees’ personal information

However, as we said above, an NDA only protects the specific information it covers. If your NDA does not cover any of these types of information, then the fact that you signed an NDA should not restrict you from using or disclosing the relevant information going forward.

What an Employee NDA Doesn’t Protect

While employers can use NDAs to protect various types of information, there are limits. For example, employers in Maryland generally cannot rely on NDAs to protect:

• Information that falls outside of the scope of the NDA
• Information that is publicly available
• Information obtained from third parties that are not subject to confidentiality obligations
• Information that can be obtained from third parties that are not subject to confidentiality obligations
• Information you are allowed or required to disclose by law

As you consider job opportunities or think about starting your own business, it will be important to have a clear understanding of what information you are (and aren’t) allowed to use. While violating an NDA can be costly, foregoing opportunities that you could have pursued can be costly as well.

FAQs: Making Informed Decisions When You Signed an NDA

How can I make an informed decision about whether I need to comply with my NDA?

Making an informed decision about whether you need to comply with your NDA requires a clear understanding of your agreement’s terms and Maryland law. An experienced Maryland employment attorney can help you make informed decisions based on your individual circumstances.

What if my employer tries to enforce my NDA even though it doesn’t apply?

Unfortunately, this is a very real concern in some cases. If you are concerned that your employer may try to enforce your NDA in a situation where your NDA does not apply, you have a few potential options. One option is to move forward with a plan for dealing with your former employer as necessary. Another option is to proactively engage with your former employer. A third option is to seek a declaratory judgment that clarifies the limited scope of your NDA. An experienced Maryland employment attorney can help you decide how to best proceed.

Can employers enforce employee NDAs indefinitely?

Employers can enforce NDAs indefinitely in certain circumstances. Whether (and to what extent) your employer can enforce your NDA indefinitely will depend on the specific information it protects, among other factors.

Get Advice from an Experienced Maryland Employment Attorney

If you would like to speak with an experienced Maryland employment attorney about your NDA, we invite you to contact us. Please call 410-514-6099 or contact us online to arrange a confidential consultation.