Trapped by Fine Print? What Confidentiality Clauses Really Mean for You

Most people don’t read every word in a contract. Especially when you’re excited about a new role, a partnership opportunity, or finally launching that business idea you’ve been planning for months. Then somewhere in the fine print, there it is: a confidentiality clause.

It sounds harmless. You just need to keep some things private, right? 

But many of these clauses are written so vaguely, or so broadly, that you could end up stuck. Unable to talk about your experience, use your own knowledge, or move forward in your career without fear of getting sued. 

That’s exactly why our business transaction lawyers at Horn Wright, LLP, are here - to help you understand what you're really signing before it affects your future. These clauses are more than just legal language; they can shape how you communicate about your own career. 

If you don’t fully understand them, you could be walking into obligations you didn’t even know you agreed to.

We help professionals and business owners across New York City protect themselves in high-stakes deals. Our team includes some of the most trusted local commercial contract attorneys, and we know how to identify and correct unfair clauses before they cause harm.

The Hidden Landmines Lurking in Confidentiality Clauses

Some confidentiality clauses are fair. Others carry hidden risks that only show up when it’s too late. Here’s what you need to look out for:

• They call everything “confidential”: We’ve seen contracts that label emails, meeting notes, even public information as private. You could be penalized for repeating something that’s already public knowledge. This can cause unnecessary fear and confusion. It creates a chilling effect that stops professionals from even discussing general experiences.
• There’s no expiration date: If the agreement doesn’t say when your obligation ends, it might never end. That kind of permanent restriction is rarely reasonable. Open-ended non-disclosure agreements are a serious red flag. Without a time limit, you're left in legal limbo, wondering when, if ever, you're free to speak about your own work history.
• They restrict how you “use” information: Some NDAs are so vague that even applying your general skills could be seen as a violation. These overly broad restrictions can prevent you from using hard-earned knowledge. We've seen people avoid roles in their own field just to avoid legal risks.
• Only you have to keep secrets: If you’re the only one bound to confidentiality, the contract is likely one-sided. That imbalance can come back to haunt you if things go south. Mutual NDAs ensure both parties are equally accountable and respectful of sensitive information.

These clauses are often buried in contracts and written in a way that makes your future uncertain. We're here to help ensure your rights are protected.

How Broad Clauses Can Cripple Your Career

You start a new position, confident and ready to contribute. But just weeks in, your former employer contacts you claiming you’ve violated your old non-disclosure, simply by doing similar work. The reason? A vague clause that prohibits “using or disclosing any company knowledge.”

That kind of language sounds simple but can mean just about anything. It could be interpreted to cover skills you developed, methods you used, or general industry knowledge. Without specific limits, it opens the door to legal threats that can follow you into your next role.

We've worked with clients who faced these exact situations. Sometimes it delayed their start dates, other times it forced them to walk away from incredible opportunities. If you're building something new or joining a competitor, using business formation legal services can help you evaluate your risks and set up proper protections from the start.

What to Do If You’ve Already Signed

If you’ve already signed and now feel boxed in, you’re not out of options. Many people assume that once a document is signed, it’s final. But that’s not always true. Depending on how the clause is written, there may be legal room to act.

• You can renegotiate: If your role has changed or the business relationship has ended, it may be possible to revisit the terms - especially during an exit or transition. Many employers are open to adjustments, particularly when both sides want to avoid future disputes. Having an attorney step in to propose revisions can make all the difference.
• You might be able to challenge it: Overly broad, vague, or one-sided confidentiality clauses often don’t hold up in court. Courts in New York have struck down contracts that place unreasonable limits on a person’s right to work. Challenging a clause requires evidence, strong legal strategy, and often, negotiation skills to resolve the issue before litigation.
• Some clauses are simply not allowed: New York Senate Bill 4516 limits NDAs in discrimination, harassment, and retaliation cases. This means employers cannot use NDAs to hide misconduct unless the individual specifically requests confidentiality. If your clause violates these rules, it may already be void and unenforceable.

If your business is preparing for a deal, commercial litigation attorneys regularly evaluate these clauses to avoid future issues.

Talking About Prior Experience Safely

You should be able to talk about your work history. Here’s how to do it without crossing the line:

• Stick to what’s public: Client names, product launches, or projects made public are typically safe to mention. Internal metrics or confidential strategies are not. When in doubt, focus on what’s already visible online or in press releases.
• Avoid trade secrets: Algorithms, source code, pricing models - those are usually protected. If unsure, it’s best not to reference them. These items are often considered the most sensitive and may trigger legal consequences.
• Ask before you share: A quick check-in with your former employer can give you clarity and protect you from potential legal risks. A written confirmation can serve as proof if questions arise later.

New York law also protects employees who disclose illegal or unethical behavior. Whistleblower protections under Section 740 of the Labor Law cover many disclosures, even when a non-disclosure agreement exists.

How to Push Back and Protect Yourself

When you’re asked to sign a confidentiality agreement, don’t hesitate to request changes. Here’s what to focus on:

• Define what’s “confidential”: Narrow definitions reduce ambiguity and future conflict. The more specific the language, the easier it is to stay compliant.
• Include a time limit: A one- or two-year term is standard. Anything longer should be clearly justified. Without this, you may be left guessing how long the clause binds you.
• Add legal exceptions: Include language that allows you to comply with legal requirements, like subpoenas or court testimony. This protects you from being caught between contract obligations and legal duties.
• Make it mutual: If both parties are sharing sensitive information, both should have the same responsibilities. Mutual terms create accountability and ensure fairness from the start.

Poorly written NDAs can jeopardize deals. We’ve seen business sale and purchase agreements fall apart due to vague or excessive confidentiality terms.

Partner with Horn Wright, LLP

Whether you’re reviewing a confidentiality clause or addressing a potential breach, our business transaction lawyers at Horn Wright, LLP, are ready to offer aggressive legal support. 

As one of the country's leading law firms championing people’s rights, we help professionals and business owners protect their careers, ideas, and transactions. 

If you’re ready to finally move forward with peace of mind, connect with our legal professionals today. Let’s schedule you for a free, no-obligation consultation.