In general, any NDA/NCA is designed to protect the person or business requesting it, or in some cases (Mutual Agreements) both parties to the agreement. In theory, these agreements are a way to keep otherwise unprotected information out of the wrong hands. By "unprotected" I mean non-patented, non-trademarked, non-copyrighted, or otherwise legally protected processes, procedures and intellectual property. These agreements are commonly used at the beginnings of new ventures, between prospective business partners, during business acquisitions, and in virtually any circumstance that people want to protect their "Secrets". These agreements can either be valid and useful, or invalid and useless.
The Invalid NC/NDA
Many people will tell you that a Non-Compete/Non-Disclosure agreement isn't worth the paper it is printed on. In many cases those people would be right. These types of agreements are rife with invalid restrictions/limitations on commerce that are unenforceable in any court in the United States. In practice, these types of agreements are used more as a scare tactic than an actual protective tool. For that reason, they can be litigated quite frequently, and often in favor of the "restricted" party. Should you find yourself needing to sign one of these agreements you should consult with a competent attorney in order to properly understand the enforceability of the agreement you are being asked to sign. We would be happy to help!
The Valid NC/NDA
The most important things to consider when drafting this type of agreement are:
- Duration of the Restriction
- Geographic Limitations
- Be as specific as possible
Each state has its own manner of dealing with these types of agreements, and most states do not favor these types of agreements. For this reason, it is imperative that if you have something to protect, hire an attorney to help you draft an enforceable and otherwise valid agreement. While we can never guarantee an agreement will be bulletproof, we can ensure that the agreement is written to reflect the current state of Federal, State, and Local laws as applicable at the time.
Are you a business or entrepreneur looking to protect your sensitive information, or are you an employee being forced to sign an NDA/NC as part of your employment?
In either case, contact us to set up a free consultation, and know your rights!