Non-Disclosure Agreements Attorney in Akron, Ohio
It's not unusual for companies to require employees to sign and consent to confidentiality agreements, also commonly known as non-disclosure agreements (NDAs), to protect their trade secrets and proprietary information. The goal of these NDAs is to prevent employees from leaving the firm and then sharing information with a competitor or even starting a competitive business of their own.
An employee who is eyeing a job offer from another company, or a former employee who has accepted a position with a competitor, often wonders about the scope and enforceability of these agreements. Can they be open-ended, that is, extend through the lifetime of the employee, barring any employment considered competitive?
That and related questions, of course, arise in the course of litigation brought against former employees for violating their NDAs. Nonetheless, the practice of using NDAs to protect trade secrets is not only widespread but also time-honored.
If you're an employee in or around Akron, Ohio, either starting work and required to sign an NDA or leaving a place of work with an NDA in force, and you have questions or concerns, contact the Law Offices of F. Benjamin Riek III. Attorney F. Benjamin Riek III will examine the NDA in question, explain its terms to you, and provide any assistance you need in protecting and exercising your workplace rights.
The Law Offices of F. Benjamin Riek III proudly serve clients in the neighboring areas of Hudson, Canton, Cleveland, and Lorain, Ohio.
What Is an NDA?
A non-disclosure agreement (NDA), aka a confidentiality agreement, can be used for a variety of purposes by a company to protect inside information and trade secrets that it does not wish to see fall into a competitor's hands or become publicly known.
In order for a trade secret to have legal protection, it must be the focus of "reasonable efforts" by the owner to safeguard it from the prying eyes of others. One clear way to do this is to require employees who are privileged to that trade secret to sign non-disclosure agreements.
NDAs are also used to protect the confidentiality of settlements and other contractual arrangements at a place of business. Say a company works out a deal with an employee who is suing for harassment that gives that employee X amount of dollars to leave quietly and drop the lawsuit. The company may require the employee, as a condition of accepting the settlement, to sign an NDA.
NDAs are particularly prevalent in technology-based companies, as the algorithms, software, and other technological devices and innovations that are used can easily generate competition if the information is revealed or shared. NDAs are utilized to prevent employees, for whatever reason, from sharing or personally profiting from proprietary information or trade secrets.
While some states, led by California, are now passing laws that restrict the use of NDAs, Ohio has not yet joined that movement. These states often exempt the disclosure of information from NDAs relating to internal matters such as discriminatory practices and even settlements between employees and employers.
Key Elements of a Non-Disclosure Agreement
An NDA cannot be overly broad, for instance, by barring employees from utilizing the general skills and knowledge they gained when they go to work elsewhere or even for themselves. An NDA, however, can pinpoint certain information or trade secrets that are essential to the operation and success of that business as being protectable.
The question of whether an NDA in Ohio must contain both the scope of what is confidential plus a stated time frame for enforcement has emerged in courts. For instance, in the case of Orthofix, Inc. v. Hunter, an Orthofix employee left after 12 years with the company and took with him - and shared with his new company - Orthofix's customer list.
The trial court held that this did not qualify as a trade secret that could be protected, but the 6th Circuit Court of Appeals disagreed and overturned the decision. The bottom line is that the more specific an NDA is in its wording, the more enforceable it may be in a court of law.
Are NDAs Enforceable in Ohio?
As the Orthofix example shows, the enforceability of a non-disclosure agreement generally hinges are how well-crafted and focused it is. If an NDA attempts to prevent employees from taking with them - and then utilizing and sharing - the "general knowledge and skills" they gained on the job covered by the NDA, then enforceability becomes a point of contention.
On the other hand, if the NDA singles out proprietary information and trade secrets used by the company for its successful and profitable operation, then the document is likely to be enforceable. Keep in mind, however, that a movement to restrict NDAs, especially when it comes to internal matters of employee treatment and settlements, is making its way around the country.
Non-Disclosure Agreements Attorney Serving Akron, OH
If you are an employee seeking new work or on the job and you're being unfairly restrained by a non-disclosure agreement, or facing legal action by your former employer, contact the Law Offices of F. Benjamin Riek III to discuss your legal options. Attorney F. Benjamin Riek III can review your NDA and come up with an approach that will result in the best possible outcome for you and your goals. He proudly serves clients in Akron, Hudson, Canton, Cleveland, and Lorain, Ohio.