SAMPLE REPORT — produced by the real scanner on a FICTIONAL, deliberately flawed NDA. Not legal advice.
Compliance Scan Report (SAMPLE)
This agreement contains multiple provisions likely unenforceable or unlawful, including a blanket prohibition on contacting government agencies, a ban on discussing compensation, an overbroad IP assignment clause, and a non-compete with unlimited geographic scope.
criticalConfidentiality & Disclosure
1. Missing DTSA whistleblower immunity notice
Federal law (18 U.S.C. 1833(b)) requires employers to notify employees of immunity for disclosing trade secrets in confidence to government officials or in a lawsuit alleging retaliation; omitting this notice can bar the Company from recovering exemplary damages and attorneys' fees under the Defend Trade Secrets Act.
Suggestion: Add the statutory DTSA immunity notice informing the employee that disclosure of a trade secret made in confidence to a government official or attorney solely for reporting a suspected violation of law, or in a court filing made under seal, is protected.
criticalConfidentiality & Disclosure
2. Clause bars reporting to government agencies and regulators
Prohibiting disclosure to government agencies, regulators, or investigators without prior company approval, and requiring employees to redirect inquiries to legal without substantive response, violates whistleblower protections under SEC Rule 21F-17, Dodd-Frank, Sarbanes-Oxley, and similar state laws.
“including without limitation any government agency, regulator, or investigator, without the Company's prior written approval in each instance”
Suggestion: Add an express carve-out stating nothing in the agreement restricts the employee's right to communicate with, report to, or participate in an investigation by any government agency without prior notice to or authorization from the Company.
criticalUnion & Labor Relations Compliance
3. Ban on discussing compensation and workplace conditions
Classifying compensation, schedules, and workplace concerns as confidential and prohibiting discussion with other employees infringes on the right to engage in protected concerted activity under NLRA Section 7, and may also violate state pay transparency laws.
“Employee agrees that the terms and conditions of Employee's employment, including compensation, schedules, and workplace concerns, are Confidential Information and shall not be discussed with other employees”
Suggestion: Remove compensation, schedules, and workplace concerns from the definition of protected confidential information, or add an express carve-out preserving employees' rights to discuss wages and working conditions.
criticalIP Assignment & Work Product
4. Overbroad invention assignment lacks state-required carve-out
Assigning all inventions regardless of whether they were created on personal time, without Company resources, or unrelated to Company business conflicts with statutes such as California Labor Code 2870 and similar laws in Illinois, Minnesota, Washington, Delaware, North Carolina, New Jersey, and Utah, which exclude such inventions from assignment.
“whether or not during working hours, whether or not using Company resources, and whether or not related to the Company's business, are the sole property of the Company”
Suggestion: Add a carve-out excluding inventions developed entirely on the employee's own time, without use of Company equipment or trade secrets, and unrelated to the Company's business or actual/anticipated research, consistent with applicable state invention-assignment statutes.
criticalNon-Compete Enforceability
5. Non-compete has unlimited geographic scope and occupational restriction
A twelve-month restriction with no geographic limitation and covering any role in any competing business is broader than necessary to protect a legitimate business interest and is likely unenforceable as written in most states; some states ban non-competes outright.
“Employee shall not work for, consult with, or hold any interest in any business that competes with the Company, in any role and in any geographic area”
Suggestion: Narrow the restriction to a defined geographic area where the Company actually operates and to roles substantially similar to the employee's prior position, and confirm enforceability under the governing state's law before use.
warningConfidentiality & Disclosure
6. Confidential information definition includes publicly available information
Defining confidential information to include information that is publicly available or learned from other sources is overbroad and undermines the enforceability of the confidentiality obligations, since courts generally will not protect information that is not actually secret.
“including information that is publicly available or becomes known to Employee from other sources”
Suggestion: Exclude information that is or becomes publicly available through no fault of the employee, or that the employee lawfully knew before employment, from the definition of confidential information.
warningContract Clause Enforceability
7. One-sided remedies and fee-shifting provision
Allowing the Company an injunction without bond and full attorneys' fees while the employee waives any right to recover fees creates a one-sided remedy structure that some courts view as evidence of unconscionability.
“Employee waives any right to recover fees or costs from the Company under this Agreement.”
Suggestion: Consider making the fee-shifting provision mutual, so that the prevailing party in any dispute may recover reasonable fees and costs.
warningContract Clause Enforceability
8. No governing law or venue clause
The agreement does not specify which state's law governs or where disputes must be brought, creating uncertainty in enforcement, particularly for the non-compete and remedies provisions where state law varies significantly.
Suggestion: Add a governing law and venue clause identifying the state whose law will govern the agreement and where disputes will be resolved.
warningNon-Compete Enforceability
9. Continued employment alone may be inadequate consideration
Some states require consideration beyond continued at-will employment for restrictive covenants signed by an existing employee, such as a signing bonus, promotion, or other new benefit; relying solely on continued employment could render the non-compete unenforceable in those jurisdictions.
“Employee's continued employment with the Company constitutes full and sufficient consideration for the obligations in this Agreement.”
Suggestion: Provide additional consideration (such as a bonus, raise, or specific benefit) at the time of signing, particularly if the employee was already employed, and confirm the adequacy of consideration under the applicable state's law.
infoContract Clause Enforceability
10. Perpetual confidentiality term paired with overbroad information definition
An unlimited duration for confidentiality obligations is more likely to be scrutinized when combined with an overly broad definition of confidential information, as courts may find the combination unreasonable in scope.
“The obligations in this Agreement continue in perpetuity.”
Suggestion: Consider narrowing the confidentiality definition so a perpetual term is limited to genuine trade secrets, with a reasonable fixed term for other business information.
Run this scan on your own NDA
One document free. No account required. PII redacted before AI analysis; originals never stored.
Scan a document freeMeridian Outdoor Supply Co. and all persons named are fictitious; any resemblance to real entities or individuals is coincidental. This document was created deliberately flawed for demonstration and education. Do not use it, or any part of it, as a template.
Scan results are AI-generated without human review and may be incomplete or inaccurate. DefensibleHR.ai is an AI scanner, not a law firm, and does not provide legal advice. Example replacement language on paid plans is a starting point for attorney review, never final contract language. Always consult a qualified employment attorney.