In Pennsylvania, many companies require employees to sign Employment Agreements containing Confidentiality clauses restricting an employee's use of the company's "confidential and proprietary information" during the employment relationship or after it ends. Usually, there is no time limit associated with such a prohibition.
I Signed an Employment Contract Stating That All of the Company's Information Was "Confidential and Proprietary Trade Secrets" -- Am I Stuck?
Usually, such Confidentiality covenants require the employee to agree that anything he/she learns about the company, its operations, processes and customers, is "confidential and proprietary" and constitutes "trade secrets."
|Not Always Worth the|
Paper Written Upon
Heck, if Corporate America was given free reign to establish via contracts with employees what legal rights employees do and do not have, then Corporate America would usurp the right of Congress to establish such rights/laws, the power of federal agencies (and their state level counterparts) such as IRS, EEOC and the Department of Labor to enforce such laws and the power of the judiciary to provide a remedy for violations of such laws.
So, no, the mere fact that your employment Agreement says that you agree that everything you learn while employed with the company is a "confidential and proprietary trade secret" does not make it so.
Is All Information a Pennsylvania Employee Learns While Employed "Confidential and Proprietary Trade Secrets?"
Pennsylvania courts basically hold that information maintained by a company does not rise to the level of being "confidential and proprietary" unless it rises to the level of being a "trade secret."
What is Trade Secret in Pennsylvania? Pennsylvania's "Uniform Trade Secret Act"
Many courts, when asked to determine whether an employee is guilty of violating a Confidentiality provision in an Employment Contract, evaluate whether the information allegedly misappropriated by the employee is covered by the Pennsylvania Uniform Trade Secret Act, found at 12 Pa.C.S. §§5301 et seq. The Acts defines "trade secrets" as follows:
|Trade Secrets = Closely Guarded Information|
"Trade secret." Information, including a formula, drawing, pattern, compilation including a customer list, program, device, method, technique or process that:
(1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
(2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Am I Free to Take My Prior Employer's Customer Contact Information, Pricing Data and Contract Documents and Use it in my New Job?
All that being said, Pennsylvania Courts will not permit an employee to use information maintained by the employee's former employer to compete with the former employer at the employee's new job. This is especially true where the employee is bound by restrictive covenants found in an Employment Agreement protecting confidentiality, limiting competition and prohibiting solicitation of clients/customers!
What Can I Do if I am Bound by an Employment Agreement I Signed in Pennsylvania Limiting My Use of Confidential Information, My Right to Work for a Competitor of My Former Employer and My Ability to Solicit My Customers and Clients?
There are ways to safely reach former customer without running afoul of Confidentiality, Non-Competition and Non-Solicitation provisions found within a valid Employment Contract governed by Pennsylvania law. The methods require patience, common sense, an acute understanding of Pennsylvania case law and the use of social media.
|Clients' Want to Follow Their Milkman|
You Just Have to Give it Time
Philadelphia Area Employment Attorney Representing Employees
John A. Gallagher is an employment lawyer who represents employees in Pennsylvania.
John typically represents workers who need an employment lawyer in Philadelphia County, Chester County, Delaware County, Bucks County, Berks County, Lancaster County and Montgomery County.
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