Confidentiality - fine..non-compete?

What is the name of your state? NY

Recruited for a position with a new company, received a package of paperwork via messenger to complete & bring in on Monday.
Included was a confidentiality agreement - which I have no problem with, standard stuff.

In reading it though, it's a bit confusing as it reads to me as a non-compete also. Below is the exact wording of the agreement.

Employee Confidentiality Agreement
(Provision of employment contract restricting employee from divulging employer’s trade secrets)

Employee agrees that any and all knowledge or information that may be obtained in the course if the employment wit respect to the conduct and details of the business and with respect to the secret processes, formulas, machinery, etc. used by the employer in manufacturing it’s products will be forever held inviolate and be concealed from any competitor and all other persons, and that he or she will not engage as employer, employee, principal, agent or otherwise, directly or indirectly, at any time in a similar business, and that he or she will not impart the knowledge acquired to anybody and that should he or she at any time leave the employ of the employer, he or she agrees not to enter into the employ or service, or otherwise act in aid of the business of a rival company or concern or individual engaged in the same or similar lines of business.

If he or she does so in violation, the employer shall be entitled to an injunction by any competent court of equity enjoining and restraining him or her and each and every other person concerned from continuance of employment, services or other acts in aid of the business of the rival company ot concern.

Nothing shall prevent him or her, upon termination of the employment, in engaging in any occupation in which the processes, formulas, and other secrets of the employer will not be directly or indirectly involved.

I mean, I don't plan on going anywhere, but obviously the time could come and I certainly don't want to have to totally change my line of work.

Does the wording in this agreement restrict me in any way (confidentiality aside, I have no problem with that.)?

Thank you in advance for taking time to read, and if appropriate, respond.


Derby Girl

That agreement appears to forever bar you from working for a competitor (that he or she will not engage as employer, employee, principal, agent or otherwise, directly or indirectly, at any time in a similar business.) Each State has it's own case laws regarding what constitues a non-compete but in most instances, conditions that exclusionary would not be enforceable. If you want an expert opinion as to whether this agreement is enforceable in your State, you need to show it to an employment law attorney practicing locally.

One thing to think about is that if a contract is unenforceable, it's unenforceable regardless of whether you sign it or not. If by refusing to sign the agreement, you have the offer revoked, what have you gained?

If you sign it, and it proves to be unenforceable (which I strongly suspect will be the case) they can't hold you to it whether or not you signed it.

I'm not saying just go ahead and sign it. I'm saying think about what reaction you're going to receive from them if you refuse. I don't know if they'll revoke the offer or not; they may not have realized the problem. But they MAY do so, and it will be legal if they do.

I just got back from vacation and I'm still in a different time zone and I'm not thinking or writing very clearly. But all I'm trying to say is consider all your options.

And, as strange as it seems, I disagree with both my main squeezes

The passage itself can be judged unenforcable and not void the contract. However, in the context of this passage to the contract, it specifically spells out "any and all knowledge or information that may be obtained in the course if the employment wit respect to the conduct and details of the business and with respect to the secret processes, formulas, machinery, etc. used by the employer in manufacturing it’s products will be forever held inviolate and be concealed from any competitor and all other persons, and that he or she will not engage as employer, employee, principal, agent or otherwise, directly or indirectly, at any time in a similar business, and that he or she will not impart the knowledge acquired to anybody and that should he or she at any time leave the employ of the employer, he or she agrees not to enter into the employ or service, or otherwise act in aid of the business of a rival company or concern or individual engaged in the same or similar lines of business." which simply means you can't take propritary information or processes with you if and when you leave.

A bit wordy but perfectly standard.

The languge about proprietary information is very clear, IAAL, and very standard but it also includes that sentence about never working for a competitor. That's the part that is highly questionable and I would imagine is uneforceable.

Beth3 said:

The languge about proprietary information is very clear, IAAL, and very standard but it also includes that sentence about never working for a competitor. That's the part that is highly questionable and I would imagine is uneforceable.

Click to expand...

IAAL? Sweetcheeks, you flatter me

Oops. Sorry, Belize.

I want to thank you all for your responses.
Beth, Cbg & Belize – you folks are great!
I did (finally) have the opportunity (late Sunday night) to run it by an attorney friend of mine, said just sign it - if there is a problem on down the road then we'll worry about it.
I am really not *too* concerned about it.

Again, thanks a lot for all your help & time.

I love this place!

Regards,

Derby Girl

That's essentially what I was getting at, despite my difficulty in communicating while operating in three time zones at once.

There may never be a problem, and if there is, that's time enough to deal with it. If the agreement is unenforceable, it won't matter if you signed it or not.

I can tell you that in my state, you CAN be held to an agreement not to work for a competitor, but NOT forever. For six months, maybe; a year in extreme circumstances. But ever? No court in the state would uphold that.

The non-disclosure part, that's probably enforceable, and forever. But you've indicated you don't have a problem with that.