Texas businesses use nondisclosure agreements to protect their trade secrets from being discovered and used by competitors. Employees who sign these agreements are obligated to keep certain company information confidential for a period of time. However, a nondisclosure agreement may also exclude certain information from this requirement.
Chron.com explains the kinds of exclusions that may show up in a nondisclosure agreement. Exclusions generally address circumstances that an employee has no control over. While a worker can take proactive steps to keep company trade secrets from being made public, there are times when sensitive information is no longer secret. In this case, an employee cannot be reasonably expected to remain silent.
Public domain information, for instance, is accessible to anyone, so it makes no sense for an employee to not reveal or discuss that information. There are also instances where employees, without using any knowledge or resources from their employers, independently develop trade information that the company currently possesses. An exclusion clause will usually release a worker from keeping this information a secret.
Exclusion clauses can also be used if a worker, before being employed by the company, already learned information that the company would ordinarily consider sensitive. Additionally, an employee might learn confidential information through a third party. Nondisclosures usually will exclude this information if the worker did not gain it through illegal means.
While exclusions keep a nondisclosure agreement from being too burdensome on an employee, they also help keep the agreement enforceable. Courts might not enforce a nondisclosure agreement if it excessively restricts the actions of a worker. This is why some business owners ask attorneys to examine their nondisclosure agreements to make sure they can stand up in court.
This article is written for the educational benefit of the reader and should not be interpreted as legal advice.