A smart non-disclosure agreement (NDA) safeguards your business secrets and makes sure other parties cannot use them to unfairly compete against you. However, not every NDA may prevent conflict. Your Florida employees might have issues with how the agreement is composed and could ignore or contest the provisions later on. Here are some things you as a business owner should watch for in composing an NDA.
Forbes cautions that NDAs need to specify when workers may disclose information. It is simply not possible for an employee to clam up about your secrets in all cases. If your worker is given a court order to disclose information, the worker should be allowed to do so, provided the worker lets you know about it in advance. Also, confidential information may become public anyway, so if the worker was not guilty of releasing it, the NDA should not bind the employee any longer.
Additionally, there may be instances when an employee will develop trade information using his or her own methods without input from the employer, yet the employer has still bound this information by an NDA. If the employee did not know about the confidential nature of the information beforehand, it would not be fair to bind the employee at the current time. NDAs should also make exceptions if a worker received information from someone that was not bound by confidentiality in the first place.
Also, while it is natural to believe that your secrets should remain secret for the rest of your life, your employees might find it frustrating to maintain silence for so long, especially after they leave your workplace. Some people would not appreciate worrying that they might slip up and reveal something that could land them in court. Also, after so many years, your ex-workers might simply forget about the NDA and talk about what they have seen at their job.
In lieu of a lifelong agreement, you could specify a period of years for your employees to maintain their silence. You can look at your industry and figure out how many years is a reasonable amount of time to keep your information confidential. For some businesses, a few years time is sufficient. If you work in an industry where technology changes rapidly, your NDA does not need to last long because your secrets will likely be obsolete in a few years.
There will probably be other areas where you can make a NDA reasonable for your employees to follow, so consider asking business legal counsel for assistance. Keep in mind that that you should not consider anything in this article to be legal advice. Read it for educational purposes only.
