In California (and some other U.S. states), there are special circumstances regarding confidentiality agreements and non-compete clauses. California`s courts and legislatures have indicated that they value the mobility and entrepreneurship of a worker in general more than protectionist doctrines.   A non-solicit clause prevents the recipient from taking business from the revealing party or cooperating with its customers. A non-compete clause prevents the recipient from setting up his own business in direct competition with the activity of the party that made the announcement or from disclosing confidential information to another competing company. The confidentiality agreement may set non-invitation and non-competition deadlines, but the deadlines must be fair and reasonable to be applicable. The reason why you should never rely on an oral confidentiality agreement is simply because it is extremely difficult, if not impossible, to prove the existence of an oral agreement and/or acts indicating the creation of such an agreement. It`s because of the “he said she said” problem. In essence, a case based on an oral agreement is decided on the basis of who is believed.
Don`t sit in this situation, if you can even avoid it. You should always try to get the agreement in writing (if possible), even if you have to dilute it a bit to get a signature. In addition, confidentiality agreements should include a provision that no tacit technology or information licenses can be granted to the recipient and that all tangible forms of information execution (models. B, data and drawings, for example) must be returned on request and under no circumstances after the end of the contract and that no copy will be kept by the recipient. The agreement can only be applied against the related parties. It is therefore important to ensure that the person or organization to which the information is communicated is linked to the agreement. For example, when a company transmits confidential information to a supplier who, in order to respond to the request for service, must disclose the company`s confidential information to a joint venture, agent or investor, the disclosure of confidential information between the supplier and these additional parties is not protected. Accordingly, the unveiling party must ensure that any party who receives its confidential information receives and signs a copy of the confidentiality agreement and acknowledges that it has read and understands its commitments. This can be achieved by understanding how a recipient party manages its business obligations and by incorporating into the confidentiality agreement a provision requiring the receiving party to compel anyone who must know the confidential information of the notifying party to sign the confidentiality agreement. Like any other contract, confidentiality agreements require review, which means that the recipient party must receive something in exchange for the commitment it has made not to disclose the information. A thorough understanding of the confidentiality agreements and the legality of these agreements are necessary to determine whether you are in agreement with other confidentiality agreements or if you are encouraged to abide by these agreements.