Does an NDA survive after employment ends?

Yes — NDAs are explicitly designed to continue after termination. Most employment NDAs run for a defined post-employment period (2–5 years) or perpetually for trade secrets.

Are NDAs enforceable in Georgia?

Yes, under general contract law and the Law on Commercial Confidentiality. The information must be genuinely non-public, have commercial value, and be subject to reasonable confidentiality measures.

Can an NDA prevent reporting of illegal activity?

No. Whistleblower protections in most jurisdictions override NDA confidentiality where illegal activity, harassment, or regulatory violations are concerned. Drafting an NDA to silence whistleblowers is itself problematic and may be unenforceable.

HR GLOSSARY · Employment law

NDA

Also known as: Non-disclosure agreement, Confidentiality agreement

An NDA (Non-disclosure agreement) is a contract under which one or both parties agree not to disclose specified confidential information. In employment contexts, NDAs protect trade secrets, customer lists, internal data, and product roadmaps — typically signed at hire and surviving termination.

NDAs come in two shapes: unilateral (one party shares, the other agrees not to disclose) and mutual (both parties share and protect). In employment, the unilateral employer-protecting NDA is standard — embedded in the employment contract or attached as a separate document signed on day one. NDAs are easier to enforce than non-competes because they restrict use of information rather than employment, which courts treat as a less invasive restriction on individual rights.

What an employment NDA typically covers

Trade secrets — proprietary algorithms, formulas, methods
Customer lists and pipelines
Internal financial data, salary information, board materials
Product roadmaps and unreleased features
Strategic plans, partnerships, acquisition discussions
Personnel information (other employees' compensation, performance, etc.)

NDA structural elements

A workable NDA defines (1) what information is confidential, (2) what uses are permitted, (3) what the duration is, (4) what remedies apply on breach, and (5) what the carve-outs are. Carve-outs typically include public information, information already known to the receiving party, information lawfully obtained from third parties, and information required to be disclosed by law (subpoena, regulatory inquiry).

Duration — perpetual vs term-limited

Trade-secret NDAs typically run "for as long as the information remains a trade secret" — effectively perpetual. Term-limited NDAs (2-5 years post-employment) are common for less sensitive information. Most courts accept perpetual NDAs over true trade secrets but balk at perpetual restrictions over generic business information.

Frequently asked questions

What does NDA stand for?: NDA stands for Non-disclosure agreement — a contract under which one or both parties agree not to disclose specified confidential information.
Does an NDA survive after employment ends?: Yes — NDAs are explicitly designed to continue after termination. Most employment NDAs run for a defined post-employment period (2–5 years) or perpetually for trade secrets.
Are NDAs enforceable in Georgia?: Yes, under general contract law and the Law on Commercial Confidentiality. The information must be genuinely non-public, have commercial value, and be subject to reasonable confidentiality measures.
NDA vs non-compete — which protects more?: NDAs protect information; non-competes protect against employment. NDAs are easier to enforce because they restrict use of information rather than restricting where someone can work. For most companies, NDAs do more work than non-competes.
Can an NDA prevent reporting of illegal activity?: No. Whistleblower protections in most jurisdictions override NDA confidentiality where illegal activity, harassment, or regulatory violations are concerned. Drafting an NDA to silence whistleblowers is itself problematic and may be unenforceable.