Non-Disclosure Agreements

Confidentiality Agreements (otherwise known as Non-Disclosure Agreements or NDA’s) for employees are an important tool for employers to govern their employees’ access to and use of information. NDA’s are used to protect sensitive information owned by the employer, including trade secrets and other proprietary data, client lists/information, vendor names, sales/marketing plans, and company financial information. Great care should be taken to specify exactly what information an employer wants to keep secret to ensure enforcibility. NDAs must also account for New Jersey’s restriction on keeping employee claims of discrimination, harassment or retaliation, confidential.

One consideration in the success an employer will have in enforcing the NDA is whether the employer also has to take steps to keep its information confidential. One increasingly common method of document retention is storing documents in the Cloud or similar remote storage. However, these options and the protections they offer should be carefully considered. When reviewing remote storage options, thought should be given as to whether access can be restricted, documents can be encrypted, and there are any safeguards against accidental sharing and third party access. If these protections are in place, it strengthens the employer’s position that they have taken steps to keep the documents confidential and thus, makes it more likely that the employer will be able to enforce the NDA. Even with these protections, data breaches remain a concern. There is no one size fits all approach.

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