Non-Disclosure Agreements

In employment law, a non-disclosure contract is an agreement between an employer and employee where the employee agrees to not reveal certain information learned within the context of the employment relationship. Employers often ask employees to sign this type of restrictive covenant upon starting work because they are seeking to protect proprietary trade secrets or confidential information.

Though you may be requested to sign a non-disclosure agreement when you begin a new position, you must keep in mind that the terms of such agreements usually continue to apply after you leave, either voluntarily or involuntarily.

• Massachusetts Law on Non-Disclosure Agreements:
  Massachusetts has developed legal principles to protect trade secrets through legislation and case law. In the Massachusetts statute on taking trade secrets, there is a prohibition on taking qualifying information through such acts as embezzlement, stealing, fraud, copying, and other misconduct. If you violate the provisions of a legally valid non-disclosure clause, your employer may sue to enjoin your activities and prevent you from continuing to engage in wrongdoing. In addition, an employer can seek monetary damages for the losses it suffers as a result of your breach. Note that Massachusetts law does allow a court, in the discretion of the judge, to double the amount of damages.
• Non-Disclosure Agreements Under Federal Law:
  The federal Economic Espionage Act does impact confidentiality agreements by making it a crime to misappropriate trade secrets. Some information that companies maintain could be considered a trade secret, such as customer lists and contact information. There is also a private right of action for a company to sue an employee who steals items that qualify as trade secrets under the Act.