Contracts
Is There a Non-Compete Hiding in Your NDA?
By FixMyContractLast updated Sep 27, 20265 min read
An NDA is meant to control what you do with someone's information. Some NDAs go further and control what you do with your working life: who you may work for, which clients you may take, or whom you may hire. Those promises are not about secrecy, and they can matter more than everything else in the document.
This guide is about finding them. In the US, whether a particular non-compete holds up is mostly a question of state law, covered in are non-competes still enforceable in 2026?
Secrecy promises and work promises
A common quick test is what a sentence stops you from doing.
| The sentence stops you from… | What it is | Where it belongs |
|---|---|---|
| Telling others their information | Confidentiality | The NDA's core |
| Using their information outside the agreed purpose | Use restriction | The NDA's core |
| Working for, or starting, a competing business | Non-compete | Usually a separate, named agreement |
| Approaching their clients or staff | Non-solicitation | Usually a separate, named clause |
| Dealing with anyone they introduced you to, except through them | Non-circumvention | Common in introductions and broker deals |
| Talking to anyone else about the same kind of deal | Exclusivity | Usually a separate, named clause |
The first two rows are what an NDA is usually for. The rest are work promises. They can make sense in the right deal, but they are worth noticing on their own, because the title "NDA" does not tell you they are there.
Where they hide
- In the definition of "use." A ban on using the information to develop any similar product can work like a non-compete: if you already build similar things, it can reach your own work.
- Under a heading that is not "non-compete." Common examples are headings like "Restrictive Covenants," "Additional Obligations," "Non-Circumvention," "Protection of Business" or "Miscellaneous."
- In the survival clause. A survival clause can keep a work promise alive for years after the talks end, even if the confidentiality period is shorter.
- In an attachment. Some NDAs point to a schedule or policy that holds the actual restriction.
Words that give them away
These phrases often signal a work promise:
- "directly or indirectly, engage in"
- "compete with" or "competitive with"
- "solicit," "hire," "engage" or "employ" applied to the other side's people or clients
- "circumvent" or "bypass"
- "exclusively," or a ban on discussions with any third party
- a list of territories, or a time period that runs after the agreement ends
When one of these appears, the table above is one way to sort out what the sentence stops you from doing.
Why it matters more in an NDA
An NDA is often signed early and quickly, by someone who expects a page of confidentiality language. A restriction on work that would draw attention in an employment contract can pass unread in an NDA. And because an NDA usually covers a specific conversation, a restriction that reaches all of your future work can be far wider than the deal it came with.
Our NDA data tracks one of these work promises — a promise not to solicit the other side's people. See how often research NDAs state it in Is this NDA clause normal?
Questions to ask before you sign
- Is this about secrets or about work? If it is about work, a common follow-up is why it sits in the NDA and not in a separate agreement.
- What does it cover? Named clients or products, or "any business"?
- How long does it last after the talks end? The survival clause is part of the answer.
- Where does it apply? A place, or everywhere?
- Does it apply to what you already do? A restriction that reaches your current clients or products can affect work you had before the NDA.
- Can it be taken out? Asking for the NDA to cover only confidentiality is a common request — see how to negotiate an NDA.
FAQ
Is a non-solicitation clause the same as a non-compete? Not usually. A non-compete limits the work you may do; a non-solicitation clause limits approaching certain clients or staff. Both are work promises rather than secrecy promises, and both can sit inside an NDA.
Does my state's non-compete law apply to one inside an NDA? This guide does not answer that for any state. A work restriction in an NDA uses the same kind of words as one elsewhere; for the current state of US non-compete law, see are non-competes still enforceable in 2026?.
What is a non-circumvention clause? A promise not to deal directly with people the other side introduced you to, cutting it out. It is common where one side is paid for introductions, and it is a work promise, not a secrecy promise.
The work promises in your NDA
FixMyContract reads an NDA and points to any non-compete, non-solicit or exclusivity wording, quotes the exact words and shows what people often ask for.
👉 Check an NDA free — your first analysis is free, no card, no deadline to use it.