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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. it lasts "forever."
Yet, avoiding problems with such restrictions is common sense easy - just do not take or use any of your former employer's information!
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 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 customers 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.
If you find yourself in a quandary because you feel your ability to earn a living is being hamstrung by an Employment Agreement you signed with a company for whom you are no longer employed, it is best to seek legal counsel so that you may develop a strategy that will maximize your ability to thrive, while minimizing the likelihood that you will be sued by your former employer.
Philadelphia Area Employment
Attorneys Representing Employees
Don't Do This!
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."
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."
Proving the Existence of a "Trade Secret" is Difficult
But Avoid Doubt by Not Taking or Using Any Company Information
in Your Next Endeavor
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?"
Is All Information a Pennsylvania Employee Learns While Employed "Confidential and Proprietary Trade Secrets?"
 |
| Not Always Worth the Paper Written Upon |
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, Exactly, IS 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:
Not Generally Available to the Public
So, chances are, unless the information at issue is akin to a patent (or at least a patent application) or a highly secret formula (kept in a locked in a safe to which only few within the company have access - THINK: Coca Cola formula) or is a closely guarded IT-related information (THINK: Apple Encryption dispute), it is very unlikely that you have been provided access to a trade secret.
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 are generally hesitant to 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, particularly, prohibiting solicitation of clients/customers!
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 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.
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| Trade Secrets = Closely Guarded Information |
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 are generally hesitant to 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, particularly, prohibiting solicitation of clients/customers!
HERE ARE SOME OTHER ARTICLES YOU MAY FIND WORTHWHILE:
Are
Non-Compete Agreements Enforceable in Pennsylvania? How Can I Negotiate a Non-Compete?
Non-Compete
Agreements - Legally Enforceable or Not, Negotiation is Often the Key
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 customers 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 Go About it the Right Way and Give it Time |
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