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I have recently seen a very "light-weight" contract from a respectable company where the confidentiality clause essentially stated that the employee was subject to confidentiality with regard to everything about "all business matters and confidential information" and that this applied indefinitely beyond the termination of the contract.

I understand the reasons for confidentiality statements, but if the employee in question is a researcher or consultant, where the primary marketable skill is the know-how, the above statement essentially cripples the person from moving to a different company without breaching the agreement.

Now, I get that there is a big difference between know-how (like how a model is built) and trade secrets (the source code for building that model) but the formulation above leaves a lot of leeway in interpretation.

It's likely these matters are subject to variation from country to country but are there general rules that apply? What kind of considerations are there when deciding what is a "business matter" or "confidential info"? Shouldn't they be explicitly stated?

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    Might be a god question for our friends at law.stackexchange.com
    – Borgh
    May 16, 2019 at 7:23
  • @Borgh He might want the workplace perspective on it. The question as it is, probably belongs on law exchange as you are asking about the legality and how to determine if something is legally allowed to be shared. If you want a workplace perspective you need to reword the question, I think this is a good question if reworded.
    – fireshark519
    May 16, 2019 at 8:37
  • For all that matters, in most cases it is extremely difficult to find out and prove you made an actual confidentiality breach. Generally, this would only be the case if you leaked trade secrets directly, like going away with source code on an usb key. Employers who want to leave no room for gamble will take additional precautions to protect themselves, such as non-concurrency clauses, or making it extremely clear what is confidential : most gray areas get covered, one way or another.
    – Diane M
    May 16, 2019 at 9:20

2 Answers 2

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The situation you describe is actually more of a gray area. I know because I also do that kind of "activity".

There are two sides to the discussion:

  1. Generic scientific know-how. If the information is "general" knowledge, contained in books, standards, laws, or can be understood easily that anyone in the field can create it in their mind as a consequence of experience, then you can re-use it. You may even have the information from a previous job. It does not fall under the clause of confidentiality.

  2. Anything specific to the company / job. Well, here again we have two classes of information:

    • information specific to the company: patents, inventions, organizational details, specific internal tools, strategies etc. It is confidential information, and you should "keep your mouth" about it.
    • the specific ways in which the company uses generic information. This again is internal effort to the company, how to optimize the use of generic information to make the maximum use out of it. It is again protected by the confidentiality clause.
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This is no "lightweight" agreement. It places a heavy burden on the person who signs it.

Don't sign a confidential disclosure agreement without a time limit on it. Just don't.

Demand specificity about what is confidential.

Demand a clause saying that anything that becomes public knowledge through no fault of your own ceases to be covered by the agreement.

A few hundred bucks for a lawyer to review this agreement is cheap compared to the trouble this could cause you in the future if you sign it.

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