Many employees must enter into non-disclosure agreements (NDAs) before beginning work at a new company. These agreements limit how employees may use employers’ information and come with harsh penalties if they violate them.
A non-disclosure agreement (NDA) is a contract, typically between an employer and employee, that establishes the confidentiality of certain protected information. For example, to protect proprietary information or trade secrets that the company wishes to remain private. An employer decides which information is protected under an NDA, but typically includes restrictions involving:
If the information has value to both the company and its competitors, an employer will make sure it is covered by an NDA. However, it cannot cover knowledge that is known to the public. An NDA typically lasts for the duration of employment and extends for a period beyond their termination.
NDAs are most commonly signed when:
NDAs are legally binding agreements; however, the company has the burden of proving an employee violated the contract, resulting in injury to the company. In other cases, an NDA can be determined unenforceable in court, for instance, if it is too broad, it does not consider the employee, the company did not maintain secrecy, the information is not valuable, or a secret or there are unquantifiable damages.
If an employer can successfully prove you violated a signed NDA that resulted in harm to the company, you may face serious consequences. Penalties can come in a few different forms, but the main two are financial compensation and court injunctions prohibiting the breaching conduct. In other words, you may have to pay punitive damages for the harm you caused to the company, as well as legal fees and other costs associated with pursuing the claim. Penalties typically do not involve prison sentences or jail time.
While many NDAs are binding contracts, situations may arise that make you wonder how to break a non disclosure agreement. Some NDAs may not be fully enforceable because of state law or other policies that would make it difficult for a court to uphold. Whether you are a business protecting your interests or a worker in dispute over an NDA, contact Aegis Law Firm. Our Orange County employment law attorneys can discuss your options in a free consultation. Call (949) 379-6250 or send us a message online today.