Georgia Non-Disclosure Agreements Attorney
Some of the most valuable assets a business owns are not merchandise, equipment, or money in a bank account. What enables a business to operate successfully consists, in large part, of information that is known to the employees and decision-makers within the company but not known to anyone outside of it. Patents and trademarks enable you to protect your inventions and ideas so that if someone uses them without your permission you can take legal action against them. What about that other stuff, the things that are not trade dress or trade secrets but are still part of the company’s inner workings. (For example, have you noticed that Chick-fil-A cashiers tend to respond to “thank you” with “my pleasure” instead of “you’re welcome?” Does the employee handbook require this? Those of us who have never worked at Chick-fil-A will probably never know.) If you would like an employee to sign a non-disclosure agreement, or if your employer has asked you to sign one, contact the Norcross, Georgia corporate law attorneys at Zimmerman & Associates.
Why Do Employers Require Non-Disclosure Agreements?
When an employee signs a nondisclosure agreement (NDA) with their employer, the employee promises not to reveal information that they have learned or had access to in the course of their employment while the employee is working for the employer or after the period of employment ends. NDAs do not apply to trade secrets, because intellectual property laws already protect these. Rather, NDAs prohibit current and former employees from sharing client lists and similar bodies of information with competitors and with future employers. NDAs are not the same thing as non-compete agreements, although they serve a similar purpose.
Are Non-Disclosure Agreements Legal?
The First Amendment to the Constitution grants the right to freedom of speech, so doesn’t that mean that it is your right to email your new business partner a list of email addresses of clients you met at your previous job? In the interest of encouraging fair competition among businesses, the law allows businesses to execute and enforce NDAs as long as they do not unfairly restrict the freedom of the employee.
Georgia’s current NDA law went into effect on November 3, 2010. Under this law, NDAs do not need to specify a time limit; your employer can make you keep its proprietary secrets confidential forever. It states that, if a court decides that a certain provision of the NDA is unenforceable, the parties must amend the unenforceable provision to make it legally enforceable, but the other provisions of the agreement can remain unchanged. For agreements signed before November 3, 2010, the court can still invalidate an entire NDA when only one of its provisions is unenforceable.
Resolving disputes related to NDAs can be costly and time-consuming, and the best solution is to start with a well-written NDA and to ensure that both parties understand its terms before signing. If you have questions about an NDA that you have signed or that you plan to sign, or need an NDA drafted for your business, contact Zimmerman & Associates in Norcross, Georgia.