Description

Employee Confidentiality and Proprietary Rights Agreement (CA)

Employee Confidentiality and Proprietary Rights Agreement (CA) Preparation Form – We recommend that you gather the information in this form prior to accessing the online questionnaire.  Doing so will help you efficiently create your custom California Employee Confidentiality and Proprietary Rights Agreement.

Summary

This Employee Confidentiality and Proprietary Rights Agreement is based on California law. Employers and corporations use this agreement to help protect valuable, confidential information from disclosure or misuse by employees. Valuable information may include intellectual property assets, such as trade secrets. Additionally, employers use this agreement to help ensure that employees comply with relevant security policies and rules. We also offer this agreement, specifically tailored, for the following states:  Florida, Illinois, New York, and Texas.

Details

The offer of new employment is sufficient consideration for executing a confidentiality agreement if the employee signs at the start of the employment relationship. When executing at the beginning of employment is not possible, signing the contract in exchange for continued employment is sufficient.

The explanatory notes in this document can be important because they can help employers customize this agreement to reflect their business needs and specific industry practice. Key considerations include the following:

• Identifying the appropriate employer entities as parties to the agreement. For example, this includes the employer’s successors, assigns, subsidiaries and affiliates.
• Providing adequate consideration to support the enforceability of the agreement and the obligations imposed on the employee.
• Defining the categories of confidential and proprietary information covered by the agreement.
• Drafting the disclosure and use restrictions to reflect the employer’s actual business needs. This includes best practices for sharing confidential information with third parties, without being overbroad.
• Modifying the agreement to reflect an employer’s actual information storage and IT practices.
• Drafting intellectual property assignment and “work made for hire” provisions in the agreement.
• Drafting an optional publicity consent provision for an employer that intends to use an employee’s name, likeness, or biographical information in connection with the business.
• Tailoring language for at-will and non-at-will employees, as appropriate.
• Including an arbitration clause if the employer prefers to resolve disputes in arbitration.
• Addressing precedence issues, to preserve or supersede the employer’s rights or the employee’s obligations under other agreements, as appropriate.
• Understanding possible limits on enforceability of severability clauses under California law.