The NDA I will have to sign contains a part about disallowing any public disclosure of personal opinion about the company and some company related things during employment and indefinitely after termination (paraphrasing). I don't have much experience with this so I wanted to ask if this is something that is done routinely or if this is unusual since this seems a bit crazy to me.

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    IANAL (I Am Not A Lawyer). You would want a definition of public. This type of clause does happen and I have seen it enforced by the courts. Mark Cuban just paid a nice fine for a disclosure. Not sure if the language was from a NDA. VTC as legal advice. – paparazzo Feb 25 '18 at 18:23
  • First, you are not a slave, you can leave a company per your contract, only the terms of your contract can be enforced currently unless/until you sign the NDA. Second, if you find the terms of the NDA, negotiate a different deal. – Donald Feb 26 '18 at 16:31

This is pretty normal, at least in my experience in US companies.

Often times the company needs to protect its intellectual property and/or shareholder value by disallowing public disclosure of unpublished information, disparaging comments or even employee titles and contact information. Quite literally, Confidentiality and Non-Disparagement clauses.

Not only will you see such clauses in your typical NDA, but in the event of termination or release these will be re-enforced, potentially as part of a separate severance or release agreement (which also typically makes it so you cant poach employees, sue for wrongful termination, or sometimes contains a non-compete clause).

As an aside, it's important for employees in such companies looking to protect their IP to contain themselves anyways. US IP law works something like this: if you accidentally make a claim public knowledge, it makes whatever it is harder to patent, because the claim is no longer proprietary. All the company can do is sue you, and thus such slips can cause large monetary damage. Disparaging comments can also lead to PR nightmares that lose shareholder value or investors. So these contracts will look quite severe.

As always, though, have a lawyer review contracts you're uncomfortable with.

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    A company does not need an NDA in the USA, in order to protect it's intellectual property from being leaked or sold unless their IP is only protected as "trade secrets". Agreements not to poach employees have also caused major multi-billion dollar companies so heart ace, they are not enforceable in most of the USA, including CA. – Donald Feb 26 '18 at 16:34
  • But does that extend as far as preventing statements like "I don't like my last company, they suck and make you work 24 hours a day"? That has nothing to do with IP and seems to exist solely to protect the company from minor bad PR. Though as it prevents people from saying stuff like "I love my last company, they give great benefits" as well I suppose it's reasonable (unlike some contracts I've heard of where people who bought services/etc. got [unsuccessfully] sued for giving bad reviews as it was technically against the contract). – JAB Feb 26 '18 at 17:36
  • Thanks for the answer. I have same doubts as @JAB. For example, if I was in the interview with other company some time later, what could I answer to a question like "did you enjoy working at your previous company?"? Answer like "I can't disclose this information due to NDA" seems ridiculous to me. And more, what if NDA does not allow disclosing the terms of NDA? Would that mean I couldn't even use an answer like that? – user1242967 Feb 26 '18 at 20:28
  • @user1242967 there are government "gag orders" that prevent revealing their own existence, so it's possible. Probably not that useful for normal companies, though. – JAB Feb 26 '18 at 20:34
  • @JAB Frankly you wouldn't know if you comment was disparaging unless it made it back to the company in question and they sued you. That I don't think is very common, but you can construe anything as disparaging, really. Be truthful with your interviewers but don't go too far, e.g. "I didn't like working there, the hours were longer than agreed upon." – CKM Feb 27 '18 at 6:26

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