Most businesses have secrets. Whether it is how to make the “secret sauce” or lists of targeted potential customers, employers have a lot to lose if important information is lost in one form or another. A non-disclosure agreement can be an effective way to limit the dissemination of sensitive information. However, a less than carefully drafted agreement might create additional heartache for businesses. Keep the following tips in mind:
- Use reasonableness as a guidepost. An agreement that is too restrictive may be found to be unenforceable by a court in the event of a dispute. Focus on making the limitations in your agreement reasonable – for example, it can be unreasonable to issue a blanket restriction on disclosure without defining the type of information that you are seeking to protect. Therefore, aim to be specific – and realistic.
- Think ahead. Hopefully, your agreement will not be tested. However, if it is, be sure that you understand how disputes will be heard. This includes where – and under what law – the case will be heard.
- Beware of non-competition bans. Many state governments (including the District of Columbia, Virginia, and Maryland) have issued bans on non-competition agreements for “low wage” employees (in Virginia, the threshold salary is about $62,000/year). Including an illegal non-competition ban with your non-disclosure agreement may compromise the agreement. Craft the agreement in a way that maximizes its enforceability.
Feel free to reach out to me to discuss your organization’s approach to maintaining sensitive information.
Contact me at email@example.com or 703.745.1849
ABOUT THEODORA STRINGHAM
firstname.lastname@example.org | 703.745.1849
Theodora Stringham assists individuals, businesses, and organizations with growing successfully while minimizing liability. Focusing on real estate and personnel needs, Ms. Stringham executes sustainable plans for real estate development and employee matters. She provides comprehensive representation for everyday growth issues, including, but not limited to, re-zonings, site plan approvals, eminent domain/valuation concerns, employment discrimination, and disciplinary issues. Ms. Stringham’s scope of representation ranges from identifying potential liability and providing counseling/trainings, all the way through representation at trial.
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Offit Kurman, one of the fastest-growing, full-service law firms in the United States, serves dynamic businesses, individuals and families. With 18 offices and more than 250 lawyers who counsel clients across more than 30 areas of practice, Offit Kurman helps maximize and protect business value and personal wealth by providing innovative and entrepreneurial counsel that focuses on clients’ business objectives, interests and goals. The firm is distinguished by the quality, breadth and global reach of its legal services and a unique operational structure that encourages a culture of collaboration. For more information, visit www.offitkurman.com.
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