Non-Disclosure Agreement

News & Analysis as of

Defend Trade Secrets Act of 2016 Heading to White House: What You Should Know Now

Congress has finally passed the anticipated Defend Trade Secrets Act of 2016 (DTSA). The bill, which is now on its way to the White House and is expected to be signed by President Obama, will be effective immediately once it...more

Data security is top driver for information governance

A recent Advice from Counsel study sponsored by FTI Technology, entitled “The State of Information Governance in Corporations” found data security to be the top driver for information governance initiatives. The purpose of...more

Quirky Question # 276: Ex-Employees Gone Rogue

Question: Our company utilizes confidentiality agreements to try to protect our confidential and proprietary information. One of our former sales employees recently left us to work for a competing company. We have evidence...more

Judge Andrews permits Microsoft’s SEP-based antitrust claims against InterDigital to proceed (Microsoft v. InterDigital)

On April 13th, Judge Andrews in the District of Delaware issued an Order that denied InterDigital’s motion to dismiss Microsoft’s Complaint that alleged violation of antitrust laws based on InterDigital’s enforcement of...more

Utah and Idaho Take Contrasting Approaches to Non-Compete Reform

In the last few weeks, Utah and Idaho have each passed bills changing the landscape of non-compete enforceability in strikingly different ways. Utah’s law places further limitations on the use of non-competes. In contrast,...more

Dutch Competition Authority Fines Cold-Storage Companies for Exchange of Information in the Context of Merger Talks

On 23 March 2016, the Netherlands Authority for Consumers and Markets (ACM) announced that it had fined four cold-storage firms for having put in place anticompetitive arrangements while in extended merger talks with one...more

10 Signs That a Contract May Give Rise to an OCI

As many contractors are all too aware, OCI stands for “organizational conflict of interest.” An OCI arises when, because of other relationships or circumstances, a contractor may (1) be unable to render impartial advice or...more

The NLRB takes another cut at non-disclosure agreements.

In recent years, the National Labor Relations Board has increased its scrutiny of various employer practices, including those of non-unionized employers. Among the areas of scrutiny have been non-disclosure of confidential...more

Question #273: Crafting a Concrete Non-Compete

Question: Our company uses non-compete and non-solicit agreements that bar former employees from having contact with any client of our company after they leave. One former employee who recently left is now claiming the...more

District Court Grants Motion for Summary Judgment on Laches Defense Where Defendant Could Not Establish Prejudice from Plaintiff's...

The court explained the facts as follows: The defendant, CrestaTech, was founded by Mihai Murgulescu and George Haber in 2005. Its initial products included a receiver for satellite radio and a television platform. CrestaTech...more

Beware the Facebook Settlement Disclosure

We continue to toe the line between privacy rights and social media activity. Typically, though, it’s the employee looking to protect the privacy principle. Not this time. In the context of settlement agreements in employment...more

Testing the Limits – Cyber Coverage Litigation Update

The growing percentage of businesses that purchase cyber security and data privacy insurance portends a growing number of claims and, inevitably, litigation over some of those claims. Wells Fargo’s 2015 Cyber Security and...more

In FLSA Settlements, the Permissible Scope of Releases and Confidentiality Provisions May Be Broader Than You Think

Courts and the U.S. Department of Labor (“DOL”) often refuse to approve Fair Labor Standards Act (“FLSA”) settlements: (1) in which the employee’s release of claims is not narrowly limited to wage claims; or (2) that seek to...more

Federal Court Rejects Employer’s Trade Secret and Computer Fraud and Abuse Act Claims

An ex-employee’s former employer sued him for alleged violations of the Kansas Uniform Trade Secrets Act (KUTSA) and the federal Computer Fraud and Abuse Act (CFAA). The first claim was based on the company’s hunch that he...more

The Importance of Due Diligence in IP Protection

How well do your business partners protect your intellectual property (IP)? Is IP protection part of your due diligence process when evaluating particular suppliers, distributors, and other companies as business...more

Hey, Can You Keep a Secret?

Non-Disclosure Agreements (variously also referred to as NDAs, Confidentiality Agreements, Secrecy Agreements, Trade Secret Agreements, etc.) (“NDAs”) can be an important form of protection for a startup venture in need of...more

SJC Finds that Employee’s Unauthorized Copying of Proprietary Information Did Not Give Employer Grounds to Discontinue Severance

On February 4, 2016, the Massachusetts Supreme Judicial Court (SJC) held in Eventmonitor, Inc. v. Leness that an employer breached its agreement with a former employee when it reclassified the employee’s termination from...more

4 Types of IP Your Startup Must Protect

Intellectual Property (IP) is often an early stage venture’s most valuable asset. But who really “owns” the IP a startup uses? In many cases the answer isn’t clear, and problems frequently aren’t identified until an investor...more

Stop Trade Secret Thieves Before They Leave

One of the most likely times to lose trade secret protection occurs when an employee leaves the company. If there are feelings of resentment, the employee may want to harm the employer, or the employee may mistakenly feel...more

Confidential Information that isn't a Trade Secret?

One question that often arises in the trade secret practice is what information, if any, can be protectable as confidential information even if it does not qualify under state law as a trade secret. In other words, what is...more

Non-Disclosure & Confidentiality: A Cautionary Tale

A confidentiality agreement is signed. So… confidentiality is covered, right? This 2014 case, nClosures Inc. v. Block and Company, Inc., No.13-3906 & 14-1097 (7th Cir., Oct. 22, 2014), shows that the answer is “not so fast”....more

Non-Disclosure Agreement Enforceable Although Unlimited In Time And Area

A salesman for a medical device manufacturer signed a confidentiality covenant at the time he was hired. A dozen years later, he resigned and went to work for a competitor. The former employer sued him in an Ohio federal...more

“Confidential” Information Protectable in the Sixth Circuit

On November 17, 2015, the Sixth Circuit held in an unpublished opinion that “confidential” information that does not otherwise qualify as a trade secret may nevertheless be protected contractually in nondisclosure or...more

Avoid Potential Traps When Updating Employment Terms in Your Key Documents

There is little debate that best practices for employers include periodically refreshing the company’s key employment documents like personnel policies, confidentiality and nondisclosure agreements. Quite often, there are...more

What Can Go Wrong – It's Just A Non-Disclosure Agreement

A Non-Disclosure Agreement (“NDA”), also known as a Confidentiality Agreement, is an agreement that precludes the use of confidential information provided by one party (a “Disclosing Party”) to another party (a “Receiving...more

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