If you need a confidentiality or confidentiality agreement, contact the employment lawyers at MartinWren, P.C. We have extensive experience in developing thorough and robust contracts that protect your interests and comply with applicable Virginia law. If you are already a party to an employment contract and are involved in an employment dispute, contact Robert E. Byrne, Jr. or John B. Simpson at 434-817-3100. We will verify your confidential agreement or confidentiality agreement, help you understand your rights and duties and discuss the best strategies and tactics to manage your agreement. Generally speaking, there are five important elements of a confidential agreement: my colleague Brent Haden recently published a revealing article on competition bans. As he said, such covenants, if properly formulated, can be enforceable. However, many courts take a close look at non-competition rules because of their impact on competition and the limitation of workers` employability. Some states, such as California and Washington, have even gone so far as to refuse to impose a competition balancing agreement. As a result, many employers are turning to confidentiality or confidentiality agreements (“NDAs”) to protect their proprietary information.
These safeguards have become particularly important as data has become easier to transfer. As a general rule, the receiving party is required, under a confidentiality agreement, to keep and keep the information confidential and to limit its use. The receiving party may not violate the confidential relationship by improper disclosure, induce others to violate it or induce others to obtain the confidential information inappropriately. Confidentiality agreements can define precisely what is to be treated confidentially. As one can imagine, the definition of “confidential” could be interpreted. A comprehensive confidentiality agreement defines the term “confidential” specifically and clearly and covers the type of information that can fall under its roof. The prohibited use of “confidential” information is also clearly defined in the confidentiality agreement and describes how the parties are to treat these confidential documents. In addition to simply preventing the disclosure of confidential information, confidentiality agreements also help prevent the loss of valuable intellectual property rights. Under certain intellectual property laws, the disclosure of information may be considered a loss of rights to that information. However, a properly developed confidentiality agreement can set the parameters for disclosure and protect valuable intellectual property rights. Non-competition – A non-competition clause is typically used to limit a former employee`s ability to compete with the company after gaining access to the company`s trade secrets.
Over the past decade, Virginia courts have strengthened the requirements for NDSAs by refusing to enforce clauses that did not limit enforcement in time or limit the information covered to certain categories. However, the Fairfax Circuit Court recently issued an opinion that appears to be reversing the trend. In that opinion, the Tribunal held that an NDA “covering all confidential and/or proprietary information [of the business] was applicable”, whereas it had no time limit for enforcement. While this is a positive sign for employers until the Virginia Supreme Court issues an opinion on it, the surest bet for implementation is to keep the scope of the deal as narrow as possible and include a reasonable time limit. Sure, there are a few good apples in the mix, but as an employer who runs a business whose competitiveness and success relies on sensitive proprietary information and trade secrets, you can`t expect your employees to keep trade secrets secret.