Employment Contract Law Question

[uthornsfan]

4 years ago when I signed on with an IT company I signed a contract with this paragraph.

Confidentiality of Proprietary Information. Employee agrees, during or after the term of this
employment, not to reveal confidential information, or trade secrets to any person, firm,
corporation, or entity. Should Employee reveal or threaten to reveal this information, the
Company shall be entitled to an injunction restraining the Employee from disclosing same, or
from rendering any services to any entity to whom said information has been or is threatened to
be disclosed, the right to secure an injunction is not exclusive, and the Company may pursue any
other remedies it has against the Employee for a breach or threatened breach of this condition,
including the recovery of damages from the Employee

However when I signed this contract it was for a Field Service Technician as a 1099 employee. Over the years I was eventually moved up to a W2 position and became a Manager. I never signed a new contract and was wondering if this is still valid.

Thanks,

[cbr600]

deleted

[Teamless]

even though you went from a 1099 to a W2, I would think it is still enforceable, as nothing has been done to revoke the contract.
I would also guess that somewhere else in the contract has a statement about the terms of the contract and how it would be voided, most do.

[RoyGBiv]

Employee agrees, during or after the term of this employment.... (blah, blah, blah)

This means FOREVER. Any CI you learned while a 1099 Employee clearly remains under these restrictions.

I believe the hair you are wanting to split is:
.... Does the contract you signed when you were a "Contractor" continue to apply to you as a statutory "Employee"

Since IANAL, someone with the proper credentials will need to speak to that.

Opinion:
Regardless of whether you can point to a piece of paper with some words and a signature, confidential information is.... confidential. HONOR demands that if you take a paycheck from a company, you should not take, use, reveal, or otherwise disseminate or misuse their proprietary information in any manner that would diminish the value of that information.

[offtopic]
In honor of the fact that this is my post #442.... Here's a quick photo of the greatest American Muscle Car ever made.

[WildBill]

IANAL but I don't think it's worth the risk. It's generally frowned upon to disclose "confidential information, or trade secrets" even absent a contract.

IANAL either, but any company that would hire you based on expectations that you would provide confidential information, proprietary information or trade secrets would be opening themselves to lawsuits from your previous company. Not only is it unethical, but it is poor business. If you were to give out trade secrets from your old company, then why wouldn't you reveal trade secrets from your new company?

Here's a link to a story where a man plead guilty to selling trade secrets and then later sentenced to 18 months in Federal prison for "industrial espionage".
http://www2.timesdispatch.com/news/2010 ... _-ar-9496/" onclick="window.open(this.href);return false;

Note: My statements are not directed at the OP.

[Keith B]

Since the contract does not specify a title and you are still with the company, IMO it would still be valid. And, even if you had left or been terminated, any proprietary information must still be kept confidential or you are in violation.

Caveat: I am not a lawyer, but have dealt enough over the years with proprietary rights and non-disclosure agreements to know they are VERY binding and can lead to a lot of legal and potentially criminal trouble if you violate them during or post employment.

[uthornsfan]

I appreciate all of your comments and advice.

While I do not intend to disclose any information in my line of work it's kinda hard not to say oh well I used to do it this way and this is what I am familar with etc. etc. etc... I don't think my new employer is going to ask me 20 questions about how my old company used to do things.

[MasterOfNone]

I appreciate all of your comments and advice.

While I do not intend to disclose any information in my line of work it's kinda hard not to say oh well I used to do it this way and this is what I am familar with etc. etc. etc... I don't think my new employer is going to ask me 20 questions about how my old company used to do things.

There is nothing wrong with discussing your methods, unless those methods themselves are proprietary. In most cases, companies are concerned about their own (and customers') data and any kind of algorithms they develop in house. Since most IT work is just combining the right tools or chunks of code to create a product, it's hard for a company to claim ownership of techniques that are commonly used in the industry.

[WildBill]

I appreciate all of your comments and advice.

While I do not intend to disclose any information in my line of work it's kinda hard not to say oh well I used to do it this way and this is what I am familar with etc. etc. etc... I don't think my new employer is going to ask me 20 questions about how my old company used to do things.

There is nothing wrong with discussing your methods, unless those methods themselves are proprietary. In most cases, companies are concerned about their own (and customers') data and any kind of algorithms they develop in house. Since most IT work is just combining the right tools or chunks of code to create a product, it's hard for a company to claim ownership of techniques that are commonly used in the industry.

Knowledge and experience gained on the job is why companies hire most people. Just because you did something or learned something at work doesn't mean that it's proprietary information. At one time or another, most people have worked some where else. Sometimes knowing what not to do is just as important.

BTW, congratulations on your new job.

[Ameer]

Not knowing the nature of your job, it's hard to say, but general business knowledge is not confidential. The same could be said for any business process, procedure or method that has been revealed in a trade journal article, in a publicly available white paper, presented at a conference, etc.

[i8godzilla]

4 years ago when I signed on with an IT company I signed a contract with this paragraph.

Confidentiality of Proprietary Information. Employee agrees, during or after the term of this
employment, not to reveal confidential information, or trade secrets to any person, firm,
corporation, or entity. Should Employee reveal or threaten to reveal this information, the
Company shall be entitled to an injunction restraining the Employee from disclosing same, or
from rendering any services to any entity to whom said information has been or is threatened to
be disclosed, the right to secure an injunction is not exclusive, and the Company may pursue any
other remedies it has against the Employee for a breach or threatened breach of this condition,
including the recovery of damages from the Employee

However when I signed this contract it was for a Field Service Technician as a 1099 employee. Over the years I was eventually moved up to a W2 position and became a Manager. I never signed a new contract and was wondering if this is still valid.

Thanks,

I do not think it is valid at all. This paragraph refers to an EMPLOYEE. If you we paid as a 1099 contractor, you were not an employee. The company will open a big can of worms with the IRS if they claim you were an employee and did not withhold the correct taxes and pay the same. Based on this paragraph, you could go back and make the company pay your FICA taxes, reimburse you for your costs of benefits that the company would have provided to an employee, contribute to the 401K and vest you based on the first day of 'employment', and (back) pay your vacation days.

There is no such thing as a 1099 Employee. Because the IRS has really cracked down on this practice, many companies will require you set up your on corporation (such as a LLCs) and will contract with that company. You could also be liable for deductions you took as sole proprietor that you were not entitled to as an employee.

INAL nor did I spend the night in a Holiday Inn Express.................

(However, you still have an obligation to protect your knowledge of trade secrets and proprietary information. As a contractor or employee theft is theft whether it is the stapler or information.)