Drafting Considerations in Trade Secret Agreements

traverselegal - July 10, 2013 - Trade Secrets

Employers will want to carefully consider the use of trade secret prohibitions and restrictions in their employment agreements. Often times trade secret restrictions are incorporated into provisions in an employment agreement or a non-compete agreement with non-compete restrictions. Inartful drafting of a trade secret agreement can oftentimes work against an employer who is also attempting to enforce non-compete restrictions. In many instances, we have found that judges are tempted to minimize or even disregard non-compete restrictions if an employment agreement also contains trade secret restrictions where the employer is attempting to enforce non-compete restrictions primarily because of trade secret concerns. The courts often analyze the circumstances with the question of why do we need to enforce a non-compete when we have trade secret restrictions in place that would prevent the employee from otherwise disclosing trade secrets. We know the obvious answer is that the enforcement of trade secret agreements is difficult after an employee moves to a competitor and so it is crucial that careful language is employed so that your non-compete restrictions are not negating your trade secret restrictions within your employment agreement.
The attorneys at Traverse Legal can assist you in navigating the minefield of terminology that will be most useful in enforcing trade secret restrictions within your non-compete provisions of your employee agrements.

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