Confidentiality & Trade Secret Agreements

Businesses routinely disclose sensitive information to employees, contractors, vendors, investors, potential partners, prospective purchasers, and other third parties. Without appropriate safeguards, that information may be copied, disclosed, misused, or taken to a competitor.

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Confidentiality and trade-secret agreements can help establish the information that must be protected, restrict unauthorized use, define security obligations, and provide remedies when a violation occurs.

 

The Westmoreland Law Firm assists businesses, founders, executives, professionals, employees, and contractors in preparing, evaluating, negotiating, and enforcing agreements involving confidential information and trade secrets.

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WHAT INFORMATION MAY REQUIRE PROTECTION?

Calling information confidential does not automatically make it a legally protectable trade secret. Protection may depend on the information’s economic value, secrecy, accessibility, and the reasonable measures used to preserve confidentiality.

• Business plans and financial information

• Customer, vendor, pricing, and marketing information

• Product roadmaps, software, and source code

• Technical specifications, formulas, methods, and processes

• Research, development, designs, and prototypes

• Data, analytics, and security information

• Acquisition and financing plans

• Other nonpublic commercial information

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TYPES OF AGREEMENTS

• Nondisclosure and proprietary-information agreements

• Employee and contractor confidentiality agreements

• Invention-assignment and founder IP-assignment agreements

• Data-use and vendor confidentiality agreements

• Joint-development agreements

• Due-diligence and acquisition-related NDAs

• Settlement and licensing confidentiality provisions

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IMPORTANT CONTRACT TERMS

• Definition and exclusions of confidential information

• Permitted uses and authorized recipients

• Security and incident-notification requirements

• Duration and post-termination obligations

• Return or destruction of materials

• Ownership and invention assignment

• Residual knowledge and reverse engineering

• Data retention

• Injunctive relief, indemnification, and dispute resolution

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EMPLOYEES, CONTRACTORS, FOUNDERS, AND CALIFORNIA LAW

Businesses should determine who owns intellectual property and work product created by founders, employees, and independent contractors. Payment for services does not necessarily transfer every intellectual-property right.

California generally protects employee mobility and restricts employee non-competition agreements, subject to limited statutory exceptions. Confidentiality provisions should not operate as disguised restrictions on lawful competition or employment. Businesses may still protect legitimate interests involving trade secrets, confidential information, intellectual property, customer data, and proprietary business materials.

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RESPONDING TO MISUSE OR DISCLOSURE

When confidential information may have been taken or disclosed, prompt action may be necessary. Relevant evidence may include signed agreements, access records, transfer logs, email activity, cloud-storage records, device information, source-code repositories, exit documents, customer contacts, and security policies. Potential responses may include an internal investigation, preservation demands, revocation of access, return-of-property demands, cease-and-desist correspondence, negotiation, mediation, arbitration, injunctive relief, or litigation.

 

HOW THE WESTMORELAND LAW FIRM CAN HELP

• Identify information requiring protection

• Draft confidentiality and nondisclosure agreements

• Prepare invention and intellectual-property assignments

• Review employee and contractor agreements

• Develop protection procedures

• Evaluate proposed disclosures

• Address suspected misappropriation

• Enforce contractual and trade-secret rights

• Defend against overbroad claims

• Coordinate contractual protection with business strategy

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This page provides general information and is not legal advice. Reading this page or contacting the firm does not create an attorney-client relationship. Rights, obligations, risks, and available remedies depend on the specific facts, governing agreements, and applicable law.