Employment Non Disclosure Agreements (NDAs) in Massachusetts
Understanding Non-Disclosure Agreements (NDAs)When faced with an employment contract, it's highly probable it will incorporate a Non-Disclosure Agreement (NDA). NDAs restrict you from disclosing your employer's trade secrets or confidential information beyond your employment with the company.
An NDA safeguarding a company's confidential data is a common provision, and, for the most part, enforceable. However, NDAs that pertain to the disclosure of sexual harassment or harassment settlements are a separate matter, and discussed here. Before signing an NDA designed to protect your employer's confidential business data, there are crucial aspects you should grasp. We've compiled a list of questions you should consider asking an employment attorney before putting pen to paper. What Is a Non Disclosure AgreementNon-disclosure agreements, often referred to as confidentiality agreements, safeguard an employer's trade secrets and other confidential information that might not meet the legal criteria of a trade secret.
Such confidential information can encompass customer lists, financial data, and technical information. Generally, you'll be required to agree not to use or disclose this information outside your employment. Additionally, you'll need to commit to returning any company information or property when your employment ends, and refrain from using or disclosing it thereafter. While you must protect information meeting the legal definition of a trade secret, an NDA extends protection to proprietary data that may not qualify as a trade secret. Enforcement of Non-Disclosure Agreements (NDAs)An NDA constitutes a legally binding agreement, albeit without the same level of scrutiny as a non-compete clause. It solely restricts the use of information rather than overall competition.
Typically, the agreement will specify that the employer is entitled to injunctive relief in the event of a breach. This means they can request a court to issue an immediate order compelling you to cease using or disclosing the confidential information, and seek financial damages if your actions have caused them harm. Sometimes, the agreement includes a "liquidated damages" provision, indicating a predetermined amount you agree to pay upon breach. Courts will uphold these provisions if they are reasonable and proving actual damages would be challenging. Additionally, your agreement may feature an attorney's fee provision, indicating that, should the employer prove a breach, you'll be responsible for their legal fees and expenses. NDA Timeframe ConsiderationsUnlike non-compete agreements, NDAs do not necessarily require a specified reasonable timeframe. Many NDAs lack an end date altogether, which is generally acceptable under the law. However, if significant time has passed since your departure from employment, the value of the proprietary or business information that the company aimed to protect may have diminished.
|
We're Here to Help.OR
|
Questions About an Employment Contract?
Our Solutions Roadmap is a quick and easy way to share the details of what you are facing and receive preliminary feedback from a member of our team. Use the button below to get started- it is 100% confidential and 100% free.
Non-Disclosure Agreements and Non-Confidential Information
While employers have broad latitude in protecting their information through a legal contract, certain areas cannot be protected. These include:
- Information that was already publicly available when you signed the agreement.
- Information that becomes public afterward, provided you were not responsible for its public release.
- Information considered common knowledge within a field or industry.
- Information you were aware of before your employment through sources other than your employer.
Meet Our Employment Lawyers
Emily Smith-Lee is the owner and founder of slnlaw. She is a 1996 graduate of Boston College Law School. She was previously a partner at the Boston office of a large international firm, where she worked for thirteen years before starting the firm that became slnlaw in 2009. She has been recognized as Massachusetts Superlawyer each year since 2013, and in 2018 earned recognition as one of Massachusetts Lawyers Weekly's Lawyers of the Year. She has written a book on employment law: Rules of the Road, What You Need to Know About Employment Laws in Massachusetts. Along with the rest of the slnlaw team, she has helped hundreds of clients navigate, negotiate, or defend against the terms of their employment agreements, including non competes, non solicitation agreements, employment contracts with intellectual property provisions and other restrictive covenants, and executive employment agreements.
Rebecca Rogers: Rebecca is a 2006 graduate of Boston College Law School, and has worked with slnlaw since 2013. She previously worked as an intellectual property litigation attorney for Fish & Richardson in Boston, Massachusetts, and clerked for the Massachusetts Supreme Judicial Court. Rebecca has helped many clients understand and evaluate their non compete agreements and develop strategies for defending against non compete enforcement and negotiating resolution, and understand and navigate other employment contracts.
Jenna Ordway: Jenna is a 2013 graduate of Quinnipiac Law School, and also earned an LLM in Taxation from Boston University in 2015. She has been affiliated with slnlaw since 2011, first as a law clerk and then as an attorney. Jenna has been recognized since 2019 as a "Rising Star" by Massachusetts Superlawyers. Jenna works with employers to develop reasonable and enforceable employee agreements, including non competes, non solicitation agreements, executivev employment agreements and incentive agreements. She has also helped employees understand and evaluate their non compete agreements and develop strategies for defending against non compete and non solicitation enforcement and negotiating resolution.
Elijah Bresley: Eli is a 2014 graduate of Seton Hall Law school, and has worked with slnlaw since 2020. He previously worked for a boutique employment law firm outside of Boston, and then for the Labor and Employment department of a large Boston firm. He also spent a year clerking for the judges of the Superior Court in Hartford, Connecticut. Eli has helped clients both evaluate and negotiate their employment agreements, including non competes, non solicitation agreements, employment contracts with intellectual property provisions and other restrictive covenants, and agreements requiring employee payback of retention bonuses or training expenses. Eli has also defended claims against employees based on employment contracts in state and federal courts.
How We Can Help
Our seasoned team of employment attorneys is here to provide you with valuable guidance on NDAs, review agreements, and answer your questions, ensuring you make informed decisions to protect your rights and interests. You can use the button below to schedule a call back from a member of our team, or give us a call at 781-784-2322.
Emily Smith-Lee Rated by Super Lawyers loading ... |
Jenna Ordway
Rated by Super Lawyers loading ... |