Скачать или смотреть Restrictive Covenants

Restrictive covenants is an umbrella term that refers to a variety of contractual agreements that aim to protect employer interests by limiting the ability of former employees. The increasing use of restrictive covenants to constrain the activities of former employees raises important legal and public policy questions. Courts consider a number of factors when deciding whether to enforce noncompetition agreements, and their willingness to do so varies considerably across states.

Employers whose former employees take actions deemed to violate restrictive covenants frequently seek court orders to stop the former employees from competing against them. Noncompetition agreements also present interesting questions for prospective employers. It is not uncommon for an employer that wants to hire an employee bound by a noncompete to negotiate a settlement with the former employer. Employers should use noncompetition agreements only if important business interests are at stake. These agreements should be crafted to be no broader than necessary to protect those important business interests.

A nonsolicitation agreement is another variety of restrictive covenant. They restrict former employees from approaching their former employers’ customers, clients, or employees. Some courts give employers more leeway in using nonsolicitation agreements because they impose a less total restriction on the former employee’s actions and ability to earn a living. These agreements are more likely to be upheld where the client relationship is long-standing and the former employee’s knowledge of the client rests solely on her work with the former employer.

Noncompetition agreements often specifically refer to trade secrets and confidential information, but even without these, courts have traditionally recognized a duty of employees under common law not to divulge such information. An employer will not be able to successfully justify restraints on former employees to protect trade secrets when the employer has not previously taken sufficient steps to maintain the secrecy of the information. Employers that want to ensure that trade secrets will not be used by former employees must make reasonable efforts to preserve the confidentiality of that information.