All businesses have sensitive information about business operations that they keep away from the public, and most especially their competitors. This is information such as trade secrets, patents, or anything that earns the business profits. It could also be information that could leave the business legally vulnerable to lawsuits if disclosed to the public.
In order to protect this information and limit the possibility of it getting released by any employees, businesses usually require employees who may be working in certain jobs to sign non-disclosure or confidentiality agreements. These are agreements that the employees sign in return for compensation or continued employment and by which they promise not to disclose sensitive information even after their employment terminates.
Sometimes non-disclosure agreements are signed by businesses about to enter negotiations on a deal together. The purpose of the agreement remains the same, to protect sensitive information, especially if the businesses are going to be revealing that kind of information during the negotiations.
In order to ensure that a non-disclosure agreement is legally enforceable, it must be drafted carefully. If the agreement is too broad or too restrictive in terms of the information to be protected or not specific enough as to the kind of information to be protected or damages to be awarded in case of a breach, a court may rule against enforcing it.
Before drawing up a confidentiality agreement, consider what the business wants to get out of it, and the scope of information that needs to be released. If information does not need to be released in order to complete the deal or for an employee to do his or her job, then it should not be released. Confidentiality agreements do not guarantee that the person who receives the information will never reveal the information. The person may reveal it in certain situations and risk the lawsuit to enforce the agreement.
If a business knows beforehand that its sensitive information is about to be revealed, it can seek an injunction from the court in order to stop the release of the information. In some cases, the information may be requested by a government agency as part of an investigation or for regulatory purposes. In order to protect the information in these cases, the business seeking to protect its information can seek court intervention to stop the release of the information, or ask that the information released be limited to what is needed to complete the investigation.
While there are form agreements available to be used as confidential agreements, these may not work for every business as all businesses and their needs will vary. It is always best to sit down with an experienced attorney to discuss the nature of the sensitive information your business wants to protect, and how the agreement can be drafted to best suit your needs. An attorney should also advise the business before it signs on to a deal with a confidentiality agreement that can restrict its ability to make future deals with other businesses.
Contact an Orlando Small Business Attorney
For more information on non-disclosure agreements and how we can help you assess what legal tools you need to protect the sensitive information within your business, contact the Chidolue Law Firm, serving small businesses in Orlando, Florida.