Q If I have signed a confidentiality agreement and received confidential information, what are my obligations and how long am I beholden to this agreement? A Recipients of confidential information, under a one-way agreement, are required to: • Preserve the confidentiality of the materials received; • Use the information solely for the agreed upon purpose; • Not make disclosures of the confidential information to anyone beyond those with a need to know the material; and • Limit access to the confidential information. The term of confidentiality agreements typically includes two time periods: first defining a time limit for one or both parties to exchange confidential information, usually running from the effective date; and second defining the period of the confidentiality obligation on the recipient(s) that may run concurrently with the agreement term or continue after the expiration of the agreement. In situations involving disclosure of confidential information protectable as trade secrets, the obligation of confidentiality on the receiving party should be indefinite (without time limit) or until the trade secret becomes available to the public. Limiting the confidentiality obligation to a shorter period opens the trade secret up to potential public disclosure and an inevitable loss of rights. There may be provisions within some agreements that allow for limited disclosure of information or the option to license the information, but it is up to the discloser to determine whether certain provisions are included in a particular agreement.
Q What happens if a former employee violates a confidentiality agreement? A A best practice is to have employees who are in a position to conceive and develop inventions for the company to have employment agreements that obligate them to assign inventorship
"While the law may vary depending on your state, most jurisdictions consider confidentiality agreements to be enforceable as long as they are written and executed properly. "
rights to the company. In addition to a confidentiality provision, the
employment agreement may include a non-compete provision, especially for employees who are critical in the development of new products for the company. While the law may vary depending on your state, most jurisdictions consider confidentiality agreements to be enforceable as long as they are written and executed properly. Some states prohibit or limit non-compete provisions. If you have a signed confidentiality agreement with someone who discloses your confidential information without authorization, you can ask a court to order the violator to stop making any further disclosures. You can also file a lawsuit for monetary damages for all losses related to the breach of the confidentiality agreement.
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