Often during the course of operating their businesses, employers maintain or develop important confidential and/or proprietary information, including trade secrets, which the employer intends to keep confidential. Of course, such confidential information is often available to or used by employees in the performance of their day-to-day job functions with the employer. Consequently, employers often desire to enter into written confidentially agreements (also known as non-disclosure agreements) with such employees. The agreements typically set forth the types of information that the employer has deemed confidential and/or proprietary, and provide, as a condition of the employee’s continued employment, that the employee shall not use, reveal, or otherwise disclose such information to any other person for any purpose other than for the benefit of the employer. The agreements usually provide that the confidentiality covenant last for an indefinite duration post-termination and allow the employer to enforce a breach of the covenant through an action for an injunction or damages.
