My Job Offer Says “Confidential Information” Includes Everything. Is That Normal?

What a confidentiality clause is supposed to protect

A confidentiality clause protects information that genuinely has value because it is not public: customer lists, pricing, source code, product plans, financial data, and similar material. That is a legitimate interest, and a clause protecting it is entirely normal.

What it is not supposed to protect is the general skill, knowledge and experience you build doing the job. Courts across the US have long drawn this line. You can be stopped from taking a client list; you cannot be stopped from being better at your profession than you were when you started.

How can you tell a confidentiality definition is too broad?

Look for these in the definition section:

• Phrases like “all information of any kind” or “any information learned during employment”.
• No exclusions at all.
• Information about your own pay and working conditions treated as confidential.
• No end date, even for material that is not a trade secret.
• Obligations that cover information you knew before you joined.

The exclusions a fair clause includes

A well-drafted clause excludes information that was never really secret, or that you obtained properly elsewhere. These are standard and rarely refused:

• Information that is or becomes public through no fault of yours.
• Information you already knew before you joined.
• Information you receive lawfully from a third party.
• Information you develop independently, without using the employer’s material.
• Disclosures required by law, subpoena or court order, with notice to the employer where permitted.

What can a confidentiality clause not stop you doing?

Some disclosures are protected by law however the clause is written. Federal law gives immunity for disclosing trade secrets confidentially to a government official or an attorney to report a suspected legal violation, or in a sealed court filing. Employers are required to tell employees about this immunity in agreements that govern confidential information, and an employer that leaves the notice out loses the right to recover exemplary damages and attorney fees against the employee under the Defend Trade Secrets Act.

Other protections apply too. Most private-sector employees have a federally protected right to discuss wages and working conditions with colleagues, and the Speak Out Act makes pre-dispute non-disclosure clauses unenforceable against claims of sexual harassment or sexual assault. A clause that appears to override these rights is not only overbroad, it is unenforceable to that extent.

Why it is worth fixing even if courts would narrow it

It is true that a court would probably not enforce a literal “everything is confidential” clause. But you are unlikely to be in court. You are far more likely to receive a letter from a former employer citing the clause when you join a competitor, and an overbroad definition gives that letter more weight than it deserves. Tightening the definition now is easier than arguing about it later.

A worked example

Daniel accepts a sales role at a logistics company. The agreement defines confidential information as “all information, in any form, disclosed to or learned by Employee during employment”, with no exclusions and no end date. Two years later he joins a competitor and receives a letter from his former employer citing the clause and demanding he not contact “any person or company he learned of during employment”.

Much of what the letter claims is overreach: public information about the market, contacts Daniel had before he joined, and his general sales skill are not protectable. But the broad clause gives the letter a surface plausibility that worries his new employer. A tighter definition, negotiated at the start, would have made the letter far easier to dismiss.

Trade secrets versus confidential information

The two overlap but are not the same. Trade secrets are protected by law whether or not you signed anything, provided the employer took reasonable steps to keep them secret and they have value because they are not known. Confidential information is a contractual category that can be wider, covering material that is sensitive but would not qualify as a trade secret.

That difference is why duration matters. It is reasonable for trade secret obligations to last as long as the information stays secret. It is much less reasonable for obligations covering ordinary business information to last forever. A fair clause often protects trade secrets indefinitely and other confidential information for a fixed period, such as two to five years.

Which statutes define trade secrets and limit confidentiality clauses?

At the federal level, the Defend Trade Secrets Act of 2016 lets employers sue in federal court over trade secret misappropriation. It defines a trade secret as information the owner has taken reasonable measures to keep secret and that gets independent economic value from not being generally known (18 U.S.C. § 1839(3)). Most states have adopted a version of the Uniform Trade Secrets Act with a similar definition, such as California Civil Code § 3426.1; New York is the main exception and relies on court-made law.

The whistleblower immunity described above is in 18 U.S.C. § 1833(b). The notice requirement applies to any contract or agreement governing trade secrets or other confidential information that was entered into or updated after May 11, 2016, and an employer can meet it by cross-referencing a policy document that explains how to report suspected violations of law. For this purpose, employee includes contractors and consultants, so freelancers signing confidentiality terms are covered too.

California adds its own limits. Under Government Code § 12964.5, as amended by the Silenced No More Act in 2022, an employer cannot require, as a condition of employment, a raise or a bonus, an agreement that stops you disclosing information about unlawful acts in the workplace. Any non-disparagement or similar clause that limits such disclosures must include language substantially like: 'Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.' If your California agreement lacks that sentence, it is worth asking for.

How to tell a clause is doing its job

• It names categories of genuinely sensitive information rather than “everything”.
• It lists the standard exclusions.
• It separates trade secrets from other confidential information.
• It sets a sensible duration for non-trade-secret material.
• It includes the federal whistleblower immunity notice.
• It allows disclosure when legally required.

Sample wording you can send

“I’m happy to protect the company’s confidential information. Could we add the standard exclusions to the definition in section X: information that is public, already known to me, received lawfully from a third party, independently developed, or required to be disclosed by law? I’d also ask for the whistleblower immunity notice under the Defend Trade Secrets Act to be included.”

Common mistakes

• Treating a confidentiality clause as harmless boilerplate.
• Taking files, contact exports or documents when leaving, which creates problems regardless of how the clause is drafted.
• Assuming an overbroad clause is unenforceable and therefore irrelevant.
• Confusing confidentiality with a non-compete: one protects information, the other restricts your next job.

How long should confidentiality obligations last?

Duration is one of the most overlooked parts of these clauses. Trade secret obligations reasonably last as long as the information remains secret, because the value of a genuine trade secret does not expire on a fixed date. Obligations covering ordinary business information are different. A permanent duty not to use or mention anything learned during employment becomes less reasonable as information ages and becomes stale or public. A common compromise is an indefinite obligation for trade secrets and a fixed period, often two to five years after employment ends, for other confidential information.

Returning company information when you leave

Most confidentiality clauses require you to return or destroy company information when employment ends, and many problems arise here rather than from anything you say. Forwarding files to a personal email account, downloading client lists, or keeping documents on a personal device in the weeks before leaving is exactly what former employers look for when considering a claim. Return or delete company material as the agreement requires, keep a record that you did so, and keep only your own personal information, such as your payslips and your own employment documents.

Quick checklist

• Check the definition names categories rather than “everything”.
• Check the standard exclusions are included.
• Check trade secrets are separated from other confidential information.
• Check the duration for non-trade-secret material.
• Check for the whistleblower immunity notice.
• Confirm the clause does not restrict discussing your own pay.
• Return or delete company information when you leave, and keep a record.

What to ask for

Ask for the standard exclusions above to be added, for the definition to focus on specific categories of genuinely sensitive information, and for a clear statement that general skills and knowledge are not covered. If the whistleblower immunity notice is missing, point it out; many employers add it immediately because its absence costs them. ClauseAudit checks confidentiality definitions for missing exclusions and for the immunity notice as part of every employment review.