A strong nondisclosure agreement is especially critical to Silicon Valley businesses and other fast-growth companies. An employer must insist that all its employees agree, in writing, not to disclose or use the company's proprietary information without prior authorization from a specified party. The writing should stress that this obligation does not end with the employee's termination, whether voluntary or involuntary.
The nondisclosure agreement may contain these additional provisions:
- A definition of proprietary information;
- An agreement that in its work with the employer, the employee will not use or reveal proprietary information of third parties such as former employers or business partners;
- A "no moonlighting" clause, prohibiting the employee from engaging in other business ventures while employed with the company;
- An agreement to return all company materials, including notes and computer files, upon termination; and
- The ever-popular at-will disclaimer.
Copyright © 2000 Findlaw Inc.
These materials have been prepared for educational and information purposes only. They are not legal advice or legal opinions on any specific matters. Transmission of the information is not intended to create, and receipt does not constitute, a lawyer-client relationship between FindLaw, the author(s), or inc.com and you. Internet subscribers and online readers should not act upon this information without seeking professional counsel. The opinions expressed in the articles found in FindLaw's Library and inc.com's database are those of the author(s) and not those of FindLaw or inc.com.