contract-law employment new-york-state non-disclosure
Is it standard to have &quot;subsequent employment&quot; clause when signing a NDA/IAA for a freelance project? And is it enforceable in New York?
<p>I am considering doing a freelance project but the prospective client want me to sign a IAA which has a clause that reads:</p>
<blockquote>
<p>&quot;Subsequent Employment. In consideration of the Company's promises herein, for a period of one year following the termination of my engagement for any reason, I promise to disclose to the Company any employment obtained by me after the termination of my engagement with the Company. Such disclosure shall be made within two (2) weeks of my obtaining such employment. I expressly consent to and authorize the Company to disclose to any subsequent employer of mine both the existence and terms of this Agreement and to take any steps the Company deems necessary to enforce this Agreement. &quot;</p>
</blockquote>
<p>But I have never seen this before and would like to know if these terms could limit my employment opportunities should project not workout or if I depart on not the best of terms.</p>

<p>The requirement to keep this client up-to-date regarding your subsequent employment is unusual and arguably intrusive, although it would be lawful (and it is up to you to make it binding).</p>
<p>If the client reasonably suspects you are in breach of contract, he can bring court proceedings anyway and <em>perhaps</em> force you to identify your subsequent employment. Viewed innocently, the client's intent for that clause is to obviate the hassle and costs of said litigation. But unless your business with this client entails truly sensitive information, his alleged purpose of notifying others about the agreement sounds like client's pretext to wrongfully interfere with your subsequent employment.</p>
<p>If the client refuses to strike that clause, you might want to push for an amendment to the effect of keeping you in the loop whenever he approaches your subsequent employer(s). For instance, the clause should state that his communications to your subsequent employer shall be only by email and with you Cc-ed. Keep in mind, though, that amendments of that sort do not prevent the client from <em>anonymously</em> abusing your disclosures of subsequent employment and ultimately sabotaging your relations there.</p>
