Confidentiality Agreement Lawyers
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What is a Confidentiality Agreement?
A confidentiality agreement is a contract in which the signing party agrees not to disclose any information about the other party in the contract. Confidentiality agreements, also called non-disclosure agreements or secrecy agreements, are often part of employment contracts. Employers will require their employees to sign such an agreement promising not to disclose information about the workplace.
Items Usually Covered by a Confidentiality Agreement
- Machinery used
- Technological Developments
- Secret Processes
- Future plans
- Materials used or Ingredients
- Data and Formulas
- Employee work product
- Other Items Specified in the Agreement
Duration of Confidentiality Agreements
Most confidentiality agreements will specify the period for which the agreement will cover. Also, the agreement is enforceable only if the information remains confidential. However, some confidentiality agreements may request that a party keep information confidential permanently.
Such information, however, should be essential to the business and be considered a trade secret before asking for a permanent confidential agreement. The scope, or extent, of the protection, must be tailored to the information being protected. Courts are reluctant to enforce agreements which ask for excessive levels of protection for information which doesn’t need that much confidentiality.
Legal Exceptions of Confidentiality Agreements
Although confidentiality agreements are a strong way to keep trade secrets, they are not a foolproof means. First, if the information is already in the public domain, than it cannot be protected as confidential information. Second, confidentiality agreements can be legally violated if revealing the protected information would aid in an investigation or case.
Third, confidentiality agreements are only between the parties which signed the agreement. If a third party outside the agreement reveals the protected information to the public, then the information is no longer considered secret. Finally, if the information were independently developed or discovered by a party to the agreement, then the agreement would not be violated.
Enforcement of Confidentiality Agreements
As a type of contract, the consequences of breaching of a confidentiality agreement will often depend on the agreement itself, as a well written contract will state the punishment for breaking it. As long as the punishment stated is not excessive in comparison to standards created by the law, the punishment will be enforced. If no such clause exists, a court may decide the appropriate course of action. Since breach of a contract is a civil matter, monetary compensation for the injured party will be the most likely response.
How Can a Lawyer Help?
If you are drafting a contract, an employment law or commercial law lawyer will help guide you through the complicated legal process so that you will be able to protect your legal rights. In the event that your confidentiality agreement has been breached, an attorney can help you get the remedy you deserve and/or help you prevent future disclosures of confidential information.
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Last Modified: 08-16-2012 11:01 AM PDT
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