Mark Terman and Sujata Wiese authored a practice note for Practical Law titled “Confidentiality and Nondisclosure Agreements (CA).” In their note, Mark and Sujata discuss how companies can protect their information, including the use of confidentiality agreements, under California law.
Mark and Sujata address considerations involved in safeguarding a company’s confidential information, and substantive provisions and issues common to many commercial confidentiality agreements. They state that “having effective confidentiality agreements in place with other parties is necessary but not sufficient to protect an organization’s confidential information and data. Comprehensive protection requires the participation and coordination of management and staff at all levels across all functions, from finance and administration to marketing and sales. It often falls to the legal department, working closely with the information technology (IT) function and with the support of senior executives, to lead the company-wide information management and protection program.”
Topics addressed in the note include: company-wide information and data security policies; compliance with contractual obligations governing others’ confidential information; trade secrets; privacy and data security laws and regulations; and form, structure and key provisions of confidentiality agreements.
Read “Confidentiality and Nondisclosure Agreements (CA).”
This eighth article in “The Restricting Covenant” Series discusses some recent trends in the evolving area of restrictive covenant law, non-solicitation agreements, and Internet social media networking, including sales representatives’ use of LinkedIn to contact and communicate with customers and other business relationships.
A decade or so ago, social media networking platforms on the Internet were new to me. I had just heard of this thing called “LinkedIn” as a new way to connect with my former classmates and other acquaintances. It was touted as an easy, cost-free way to communicate with them about my professional accomplishments and career developments. In many ways, your LinkedIn profile is your virtual resume to the world. Therefore, like millions of others, I created a LinkedIn profile, sent and received connection requests, and made posts.
Continue reading “Part VIII of “The Restricting Covenant” Series: (Non) Solicitation, Social Media Networking, and Sales Representatives”
By Lawrence J. Del Rossi – with special thanks to Summer Associate Joshua Lattimore for his assistance.
The start of the new school year, and kids around the country sharpening their pencils to learn in earnest (or at least I hope they are) sparked the topic for this seventh article in this Series. It discusses restrictive covenants and the “blue-pencil” doctrine – a tool many courts use to modify overly broad restraints on post-employment business activities.
Why “Blue” Pencils?
Being the legal geek that I am, I was curious about the origins of the blue-pencil doctrine, including how it got its name, how it applies in restrictive covenant cases, and which states have adopted it given that restrictive covenant law varies state by state.
Continue reading “Part VII of “The Restricting Covenant” Series: Blue Pencils and Brokers”
This sixth article in “The Restricting Covenant” Series discusses “mobile” veterinary medical practices, and some unique challenges to securing reasonable geographic restrictions for veterinarians employed in such practices.
Mobile vs. Brick and Mortar Locations
Like most domesticated animals, Maine Coon cats require periodic care and treatment from a veterinarian. For my first Maine Coon cat, I drove to the veterinarian’s office, which was a stand-alone fixed “brick and mortar” location. However, for my second cat, my veterinarian brought her “office” to me in a “vet-mobile,” which is a van-like, full-service veterinary hospital on wheels. This type of moving mobile practice can present some challenges when trying to construct and enforce reasonable and enforceable geographic restrictions for a non-compete or a non-solicit.
Continue reading “Part VI of “The Restricting Covenant” Series: Veterinarians and Vehicles”
This is the fifth article in a continuing series, “The Restricting Covenant.” I originally thought this article would contain, at most, one or two sentences on the issue of lawyers and restrictive covenants. Those two sentences would read something like, “A non-compete does not apply to lawyers. The end.” However, as with almost everything associated with restrictive covenants, things are not that straightforward. There are some nuances on this topic worth exploring, particularly with respect to in-house lawyers employed at private companies in the United States.
Continue reading “Part V of “The Restricting Covenant” Series: Lawyers and Law”
This is the fourth article in a continuing series, “The Restricting Covenant.” It discusses the concept of protectable “playbooks” in restrictive covenant cases and the individuals that use them to compete.
Let’s Play Ball, but with Restrictions
This year’s NFL Super Bowl LI ended in spectacular fashion when the New England Patriots made an historic comeback to win in overtime against the Atlanta Falcons. After the game, there was much discussion about the Patriots’ unique “playbook,” their coach, and his game strategy for winning the Super Bowl for the fifth time in nine appearances. This discussion led me to the question of whether a sports organization can restrict a coach from leaving one team and coaching another competing team. Can it restrict a departing coach from recruiting athletes for a new team? Can it demand the return of all “playbooks” or restrict the coach from using other records that he or she developed while coaching?
Continue reading “Part IV of “The Restricting Covenant” Series: Coaches and Colleges”