Confidentiality Agreement
Discussion
Hi all,
Not frequented this area of PH before, so go easy.
I am employed as an engineering manager for a smallish engineering firm within a relatively specialist field. (I have been with the company for 9 years)
The company is part of a larger group. I have been asked to sign a confidentiality agreement which is extended to two years beyond my employment with the company. I have no intention of leaving, by the way.
If I did need/ want to leave the company it would severely restrict more employment opportunities because of the specialist nature of the industry. I have been in this industry since leaving college (some 18 years).
The initial part the agreement relates to 'certain confidential information which could include .... know-how, technical processes,.... '. Now if the information (much of which I have generated so don't need paper/ computer copies as it is embedded in my mind!) is not labelled as confidential, where do I stand? Could they 'have me' if I eventually went to work for a competitor, supplier or customer?
Many thanks
Not frequented this area of PH before, so go easy.
I am employed as an engineering manager for a smallish engineering firm within a relatively specialist field. (I have been with the company for 9 years)
The company is part of a larger group. I have been asked to sign a confidentiality agreement which is extended to two years beyond my employment with the company. I have no intention of leaving, by the way.
If I did need/ want to leave the company it would severely restrict more employment opportunities because of the specialist nature of the industry. I have been in this industry since leaving college (some 18 years).
The initial part the agreement relates to 'certain confidential information which could include .... know-how, technical processes,.... '. Now if the information (much of which I have generated so don't need paper/ computer copies as it is embedded in my mind!) is not labelled as confidential, where do I stand? Could they 'have me' if I eventually went to work for a competitor, supplier or customer?
Many thanks
To add to the above - I would certainly check all the clauses and ensure you understand what they mean in reality. From an employee perspective i would not sign it. It is a change to your T&C to the negative and there is no upside to you from your description. I have introduce such clauses as updates to old contracts in the past but it has been done alongside for example an increase in salary, improvements to company sick pay etc. Don't sign the new contract and you don't get the upsides either.
I think I may just sign it and forget about it.
In reality I am unlikely to leave (at the moment) and should I get pushed then there is a completely different scenario around this. I did consider requesting a two year notice period only working in my favour plus the standard three month if I decided to leave into another industry. How do you think they would respond to this request?
Mike
In reality I am unlikely to leave (at the moment) and should I get pushed then there is a completely different scenario around this. I did consider requesting a two year notice period only working in my favour plus the standard three month if I decided to leave into another industry. How do you think they would respond to this request?
Mike
I believe there arev some legal cases around this sort of things... worth a Google.
Two years seems unjust and in my opinion if the company tries to restrict what you do then courts will act in your favour.
It maybe worth getting an employment solicitor to review it before signing. You can probably ask the company to pay for the fees. Prob cost £250?
Two years seems unjust and in my opinion if the company tries to restrict what you do then courts will act in your favour.
It maybe worth getting an employment solicitor to review it before signing. You can probably ask the company to pay for the fees. Prob cost £250?
One further point: normally with NDA's (between companies), if you knew some information prior to the same information being disclosed to you (and can prove this) then it is not covered under the NDA and you can use it however you like. Depending on the wording in the contract then you could be in the same situation. Is it a mutual or a one way NDA?
My company gets around this (when discussing technology prototypes) by writing what we know and e-mailing it back to ourselves, dated and rigorous use of day books etc. This is particularly important under mutual NDA's where if the other party suggested an improvement we hadn't thought about and/or documented, we suddenly couldn't use it.
My company gets around this (when discussing technology prototypes) by writing what we know and e-mailing it back to ourselves, dated and rigorous use of day books etc. This is particularly important under mutual NDA's where if the other party suggested an improvement we hadn't thought about and/or documented, we suddenly couldn't use it.
I had similar when I left my last job and so took legal advice.
These clauses are primarily aimed at senior level - Director etc who have access to information that a lower employee doesn't e.g that could affect share prices etc.
My solicitor advised they aren't worth the paper they are written on especially 2 years. Mine was 6 months. The courts take a dim view of preventing someone earning a living and the Company would have to be able to demonstrate a tangible loss that they can attribute directly to you and then claim that amount from you.
These clauses are primarily aimed at senior level - Director etc who have access to information that a lower employee doesn't e.g that could affect share prices etc.
My solicitor advised they aren't worth the paper they are written on especially 2 years. Mine was 6 months. The courts take a dim view of preventing someone earning a living and the Company would have to be able to demonstrate a tangible loss that they can attribute directly to you and then claim that amount from you.
Vron said:
I had similar when I left my last job and so took legal advice.
These clauses are primarily aimed at senior level - Director etc who have access to information that a lower employee doesn't e.g that could affect share prices etc.
My solicitor advised they aren't worth the paper they are written on especially 2 years. Mine was 6 months. The courts take a dim view of preventing someone earning a living and the Company would have to be able to demonstrate a tangible loss that they can attribute directly to you and then claim that amount from you.
So, therefore you would sign it?These clauses are primarily aimed at senior level - Director etc who have access to information that a lower employee doesn't e.g that could affect share prices etc.
My solicitor advised they aren't worth the paper they are written on especially 2 years. Mine was 6 months. The courts take a dim view of preventing someone earning a living and the Company would have to be able to demonstrate a tangible loss that they can attribute directly to you and then claim that amount from you.
The NDA only restricts specific knowledge about the business and how information is applied. However, this does not restrict knowledge gained of subject material, eg. You might learn how to bake a cake with the old company, you can always bake a cake for the new company, but not talk about how you did it for the last company.
I advise that you sign it and as suggested forget about it. Your own code of conduct about sharing information should always apply.
I advise that you sign it and as suggested forget about it. Your own code of conduct about sharing information should always apply.
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