However, in the case of confidentiality, equity can be discharged by a duty of fair trust, even if you do not have to impose a valid confidentiality agreement. To qualify for a capital allocation, you must prove that the courts will not apply an NOA if the information to be protected is not confidential or valuable. Information that is publicly available or already known to the receiving party is not confidential and an NDA that protects this information is not applied. In addition, confidential information protected by an NDA does not contain information available prior to its entry into the NDA, received or independently developed by an unrelated third party, without any confidential information being used. Business secrets and client lists are examples of confidential information. In this way, instead of giving a long detailed description in your agreement, you can simply refer to “Exhibition A.” This is a good way to describe complex concepts that require protection in your transaction. “The real purpose of a confidentiality agreement is not to cover up embarrassing or criminal acts of a company,” said Max Kennerly, a Philadelphia lawyer who has written on the issues. “Apart from a business secret in which a company has a real reason to be very close to something, each of these confidentiality agreements in a case of sexual harassment or sexual assault is silence or tries to buy silence.” Whether your Massachusetts employer has asked you to sign a confidentiality agreement or you are already bound by an agreement, it is important to consult an experienced lawyer. These contracts often benefit your employer and tend to be unreasonable because they have a significant impact on your ability to move on to a new job. Please contact our expert lawyers at Rodman Employment Law to agree to a consultation on your rights as part of a confidentiality agreement and read on for some useful information on the factors affecting their application.
Over the past decade, Virginia courts have strengthened their requirements by refusing to apply clauses that did not contain time limits or that did not limit the information collected to certain categories.