confidentiality agreement

Home ▸ Archive ▸ Serious Business ▸ confidentiality agreement
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 10, 2013 10:33 AM
Have you ever had to sign a confidentiality agreement?

My company just emailed everyone a confidentiality agreement that we are supposed to sign if we want continue to have vpn access. (I assume they will want us to sign it even if we tell them we don't want vpn access, but I'm tempted to tell them to discontinue my access. I don't HAVE to have it to work, just if I want to work from home.) It is five pages long and most of it has nothing to do with confidentiality. Some of the provisions are kind of sketchy.

Employee agrees that employee will not make any disparaging remarks regarding the company, its employees, its clients or its vendors.

Employee authorizes the company to investigate Employee's background, qualifications and anyother information the company deems appropriate.

Employee releases the Company from all liability for any damage that may result from releasing any such information.

This agreement shall continue after the termination of the Employee's employment

Employment with the Company is still employment at-will, which means either my employment or my compensation may be terminated or changed at any time with or without cause and with or without notice by me or the Company.

Is this standard wording or should I run this by a lawyer first?
Apr 10, 2013 10:33am
M

Manhattan Buckeye

Senior Member

7,566 posts
Apr 10, 2013 10:35 AM
Is there a termination date for the agreement?
Apr 10, 2013 10:35am
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 10, 2013 10:38 AM
Manhattan Buckeye;1422727 wrote:Is there a termination date for the agreement?
It specifically says the agreement continues after the employees termination.
Apr 10, 2013 10:38am
wildcats20's avatar

wildcats20

In ROY I Trust!!

27,794 posts
Apr 10, 2013 10:39 AM
FatHobbit;1422729 wrote:It specifically says the agreement continues after the employees termination.

There should be a date that agreement is good until.
Apr 10, 2013 10:39am
Fly4Fun's avatar

Fly4Fun

Senior Member

7,730 posts
Apr 10, 2013 10:47 AM
FatHobbit;1422725 wrote:Have you ever had to sign a confidentiality agreement?

My company just emailed everyone a confidentiality agreement that we are supposed to sign if we want continue to have vpn access. (I assume they will want us to sign it even if we tell them we don't want vpn access, but I'm tempted to tell them to discontinue my access. I don't HAVE to have it to work, just if I want to work from home.) It is five pages long and most of it has nothing to do with confidentiality. Some of the provisions are kind of sketchy.

Employee agrees that employee will not make any disparaging remarks regarding the company, its employees, its clients or its vendors.

Employee authorizes the company to investigate Employee's background, qualifications and anyother information the company deems appropriate.

Employee releases the Company from all liability for any damage that may result from releasing any such information.

This agreement shall continue after the termination of the Employee's employment

Employment with the Company is still employment at-will, which means either my employment or my compensation may be terminated or changed at any time with or without cause and with or without notice by me or the Company.

Is this standard wording or should I run this by a lawyer first?
Some of the provisions that you list there just seem way too vague and could operate in ways that I personally wouldn't be comfortable with.
Employee authorizes the company to investigate Employee's background, qualifications and any other information the company deems appropriate.
This seems like it could be interpreted to include health/medical records and or financial information about you IF they deem it appropriate. I just know I would personally be uncomfortable with that language especially in conjunction with the following:
Employee releases the Company from all liability for any damage that may result from releasing any such information.
I just read those and from looking at the language it seems that they can look at whatever they want as long as they can come up with a lame excuse and they can disclose that information to whoever they want.

I don't know if there is any law (statutory or common law) that would dictate how those provisions operate. But from just reading them I personally would feel uncomfortable.

You might want to consult someone if you have legitimate concerns about this change in employment status.
Apr 10, 2013 10:47am
TedSheckler's avatar

TedSheckler

Emporium Entrepreneur

3,974 posts
Apr 10, 2013 12:16 PM
Fly4Fun;1422734 wrote: This seems like it could be interpreted to include health/medical records and or financial information about you IF they deem it appropriate.
Highly doubt they could do that because of HIPAA. I would guess it means they want your email/Facebook/Twitter password, etc.
Apr 10, 2013 12:16pm
Fly4Fun's avatar

Fly4Fun

Senior Member

7,730 posts
Apr 10, 2013 12:26 PM
TedSheckler;1422834 wrote:Highly doubt they could do that because of HIPAA. I would guess it means they want your email/Facebook/Twitter password, etc.
Like I said, I'm not familiar with any statutory or common law that would have an effect on the provisions. I'm not saying it's not out there. But I'm not an expert in this field nor have I done any research. I was just reading the plain language and saying what it could potentially mean with how vaguely they worded some of those provisions.

But you are right to point out that HIPAA may limit the effect of these contractual provisions. However, if he does have serious concerns regarding these provisions he should contact a lawyer who could give him legal advice and not just the random musings of people on the internet.
Apr 10, 2013 12:26pm
M

MontyBrunswick

Apr 10, 2013 12:28 PM
I had to sign one at work, but only because they make everyone sign it. We also have separate agreements for VPN access.

I never really looked into it a whole lot. I work at an engineering firm and they really just didn't want people walking off with CAD drawings and plans and whatnot. I work in a support role, so it's fairly pointless to me. Even if I did walk off with CAD drawings, I wouldn't know where to turn with them.
Apr 10, 2013 12:28pm
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 10, 2013 12:42 PM
dlazz;1422841 wrote:I had to sign one at work, but only because they make everyone sign it. We also have separate agreements for VPN access.

I never really looked into it a whole lot. I work at an engineering firm and they really just didn't want people walking off with CAD drawings and plans and whatnot. I work in a support role, so it's fairly pointless to me. Even if I did walk off with CAD drawings, I wouldn't know where to turn with them.
I don't mind the parts about giving out proprietary info. It's the other shit that has nothing to do with confidential info that strikes me as odd. Althought they do classify confidential info as “Confidential Information” means information in whatever form, including information which is written, electronically stored, orally transmitted, or memorized. Then they say you can't remove confidential info from the premises without company permission in writing. How the fuck am I supposed to not remove information I've memorized? lol
Apr 10, 2013 12:42pm
M

MontyBrunswick

Apr 10, 2013 12:46 PM
Yeah, the provisions of that are pretty absurd. They are probably over-stepping their bounds on a few of those.
Apr 10, 2013 12:46pm
Fly4Fun's avatar

Fly4Fun

Senior Member

7,730 posts
Apr 10, 2013 12:48 PM
FatHobbit;1422849 wrote:I don't mind the parts about giving out proprietary info. It's the other shit that has nothing to do with confidential info that strikes me as odd. Althought they do classify confidential info as “Confidential Information” means information in whatever form, including information which is written, electronically stored, orally transmitted, or memorized. Then they say you can't remove confidential info from the premises without company permission in writing. How the fuck am I supposed to not remove information I've memorized? lol
That's just typical overreaching. Lawyers tend to write stuff in such a way to try to contractually put as much favor in their position as possible. This idea also relates back to your previous provisions listed. The idea is that there is the freedom of contract (people negotiate at arms length to come to a mutually agreeable contract) and that anything you agree to should be held enforceable. So the party with more power (or the party writing the proposed contract) will write the contract in such a way to make everything favorable to them.

So the reason the provisions previously mentioned are written in a way to be vague and very broad is to try to allow for the most favorable situation for the company. Which is why I suggest that if you have legitimate concerns regarding this "agreement" whether it be about information you wouldn't want them to have, or to disclose to others, or what you can say, then you might want to contact a lawyer.

Or, if you feel like you know enough personally and feel like you can handle the situation with yourself in "negotiating" with the company you could say you are unwilling to agree to everything in there and point out the parts you don't like and see if they will rewrite one without those provisions.

Or you could refuse to sign it altogether, but this could have other consequences.

It's ultimately up to you.
Apr 10, 2013 12:48pm
Belly35's avatar

Belly35

Elderly Intellectual

9,716 posts
Apr 10, 2013 1:13 PM
Non-compete and Non-disclosure (confidentiality) are not the same.

This document wording seems to indicate both types of contracts.

I have broken many a non-compete document “right to work” and I have signed a few confidentiality contract also but never in the same context of one document.
I would think that such a document would be difficult to defend or have merit.
Apr 10, 2013 1:13pm
Fly4Fun's avatar

Fly4Fun

Senior Member

7,730 posts
Apr 10, 2013 1:18 PM
Belly35;1422859 wrote:Non-compete and Non-disclosure (confidentiality) are not the same.

This document wording seems to indicate both types of contracts.

I have broken many a non-compete document “right to work” and I have signed a few confidentiality contract also but never in the same context of one document.
I would think that such a document would be difficult to defend or have merit.
I didn't see anything suggesting a non-compete. But you are right that those are two different things. But typically non-competes are in conflict with a persons right to work/earn a living or any other public interest so the limitation does have to be reasonable considering the circumstances, which you refer to with the "right to work."

But I just don't see anything that he listed that would inhibit his ability to quit and work for someone else in the same field. I'm not saying it isn't in there with something he hasn't shared or not in his original employment contract. I'm just not seeing it here from what he told us.

Unless you are construing the non-disparagement as a non-compete.
Apr 10, 2013 1:18pm
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 10, 2013 1:38 PM
Fly4Fun;1422854 wrote:Which is why I suggest that if you have legitimate concerns regarding this "agreement" whether it be about information you wouldn't want them to have, or to disclose to others, or what you can say, then you might want to contact a lawyer.
This might be a dumb question, but how would I go about finding a lawyer who knows anything about this? And then do I have this lawyer modify the contract and then I propose the new contract?

I considered just deleting the parts I don't like but we only have to sign the last page so they could conceivably just swap in different pages later.
Fly4Fun;1422854 wrote:Or you could refuse to sign it altogether, but this could have other consequences.
Because they said we have to sign this for remote access, I'm tempted to not sign it and let them terminate my remote access. If they even notice I haven't returned it. It's odd to me because we have maybe 10-15 people in our company who need remote access, so I wonder if they didn't give it to everyone else? (I'm going to ask a few people who don't have access and see what they say.)
Apr 10, 2013 1:38pm
M

MontyBrunswick

Apr 10, 2013 1:50 PM
Our company fits that description as well...only a handful have VPN access. We had a user or two who never returned their sheets who had access for awhile before we finally checked to see who had their paperwork in and who didn't.
Apr 10, 2013 1:50pm
Fly4Fun's avatar

Fly4Fun

Senior Member

7,730 posts
Apr 10, 2013 1:51 PM
FatHobbit;1422868 wrote:This might be a dumb question, but how would I go about finding a lawyer who knows anything about this? And then do I have this lawyer modify the contract and then I propose the new contract?

I considered just deleting the parts I don't like but we only have to sign the last page so they could conceivably just swap in different pages later.



Because they said we have to sign this for remote access, I'm tempted to not sign it and let them terminate my remote access. If they even notice I haven't returned it. It's odd to me because we have maybe 10-15 people in our company who need remote access, so I wonder if they didn't give it to everyone else? (I'm going to ask a few people who don't have access and see what they say.)
There are a few ways to find a lawyer. If you know any lawyers, you can always ask them either for an initial interview about a contract/employment situation, or if they aren't in that field you can ask if they know anyone who is. Of course there is always the internet.

But you can also contact your local bar association; they frequently have referrals or lists of lawyers in the area.

For example, here is a link to the Columbus Bar Association (CBA): http://www.cbalaw.org/resources/find-lawyer/

As for what to do after that point you can do whatever you please, but I'm not going to suggest what to do as I don't want anything to be misconstrued as legal advice.

But generally there are different options in any kind of contract situation such as just signing a contract without any counter-offers of new or different terms (Acceptance), discussing the specific provisions and coming to an agreement on which ones should be included and which ones shouldn't then signing that (Counter-offer), or just refusing to sign (Rejection). But each of those choices would have different consequences as previously mentioned and that is something you would want to explore further either with your company and/or with a lawyer.

I know my previous paragraph was vague and not on point to your question, but I can't give you legal advice.
Apr 10, 2013 1:51pm
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 10, 2013 1:55 PM
Fly4Fun;1422878 wrote:There are a few ways to find a lawyer. If you know any lawyers, you can always ask them either for an initial interview about a contract/employment situation, or if they aren't in that field you can ask if they know anyone who is. Of course there is always the internet.

But you can also contact your local bar association; they frequently have referrals or lists of lawyers in the area.

For example, here is a link to the Columbus Bar Association (CBA): http://www.cbalaw.org/resources/find-lawyer/
I'll start there. Thanks.
Fly4Fun;1422878 wrote:I know my previous paragraph was vague and not on point to your question, but I can't give you legal advice.
Understood.
Apr 10, 2013 1:55pm
Devils Advocate's avatar

Devils Advocate

Brudda o da bomber

4,539 posts
Apr 10, 2013 5:04 PM
FatHobbit;1422849 wrote:I don't mind the parts about giving out proprietary info. It's the other **** that has nothing to do with confidential info that strikes me as odd. Althought they do classify confidential info as “Confidential Information” means information in whatever form, including information which is written, electronically stored, orally transmitted, or memorized. Then they say you can't remove confidential info from the premises without company permission in writing. How the **** am I supposed to not remove information I've memorized? lol

Beer and drugs do this to me all of the time...
Apr 10, 2013 5:04pm
Pick6's avatar

Pick6

A USA American

14,946 posts
Apr 10, 2013 5:15 PM
So, why are you so against signing it?

With taking some coursework in System Security, it is a good idea for a company to do this.
Apr 10, 2013 5:15pm
Tigerfan00's avatar

Tigerfan00

Senior Member

3,427 posts
Apr 10, 2013 5:48 PM


C4F, I knew that was you.
Apr 10, 2013 5:48pm
G

gut

Senior Member

15,058 posts
Apr 10, 2013 7:04 PM
The rest is pretty standard language. I'd probably object to it, under the grounds that it appears to give my consent for the company to investigate me even after I've left.

It's probably not enforceable in certain respects because there's no consideration given (i.e. to sign a non-compete you typically have to be paid for that time because you, presumably, aren't able to be employed commensurate with your skills otherwise).

I wouldn't raise a big stink, but I'd object to agreeing to this in perpetuity. I'd also object to the company being able to release information pertaining to my employment/termination in any manner. Ultimately, is it worth risking your job potentially, and paying a lawyer, for the harm/fallout that really comes? Unless you really try to stick them stealing or badmouthing to clients, they aren't going to bother pursuing you, much less win, as far as damages.

I don't know your situation or level, but my inclination would be to talk to some co-workers, your boss and maybe go to HR with your concerns. Somebody is overreaching here and there's strength in numbers (and you could probably save the lawyer fees).

Employee agrees that employee will not make any disparaging remarks regarding the company, its employees, its clients or its vendors.
Request that this be mutual

Employee authorizes the company to investigate Employee's background, qualifications and anyother information the company deems appropriate.
Limited to term of employment and to information relevant to performance of duties.

Employee releases the Company from all liability for any damage that may result from releasing any such information.
Do not consent to release of information to any 3rd parties.

This agreement shall continue after the termination of the Employee's employment
Request that this be mutual (ideally waived). Kind of a useless and weak clause, anyway.
Apr 10, 2013 7:04pm
G

gut

Senior Member

15,058 posts
Apr 10, 2013 7:13 PM
Interestingly enough the first and last terms are more commonly associated with severance agreements. So maybe think long and hard about signing away some of your negotiating leverage there.

And I don't see what any of that has to do with VPN access. Or for that matter, confidentiality (which is usually trade secrets and business practices).
Apr 10, 2013 7:13pm
O-Trap's avatar

O-Trap

Chief Shenanigans Officer

14,994 posts
Apr 10, 2013 11:26 PM
Could always have them discontinue it, then install TeamViewer on your work PC, and log in from home whenever you want.

I'm not sure if an agreement like that grants written permission to supersede HIPAA or not. I'd have a legal professional check it out first.
Apr 10, 2013 11:26pm
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 11, 2013 12:18 PM
Pick6;1423042 wrote:So, why are you so against signing it?

With taking some coursework in System Security, it is a good idea for a company to do this.
I'm not against signing a confidentiality agreement, but there are some weird provisions in this one.
Apr 11, 2013 12:18pm
FatHobbit's avatar

FatHobbit

Senior Member

8,651 posts
Apr 11, 2013 12:19 PM
gut;1423106 wrote:And I don't see what any of that has to do with VPN access. Or for that matter, confidentiality (which is usually trade secrets and business practices).
Agreed. Parts of it make complete sense, although I think I couldn't do much with the data I have access to because of hipaa.
Apr 11, 2013 12:19pm