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How NDAs Actually Help Employers Protect Data

June 5, 2022

On May 2, 2022, the Supreme Court’s draft opinion to overturn the 1973  Roe v Wade decision and return the power to determine abortion laws to US states made its way to the public domain in a leak that sparked a widespread uproar. While most outcry surrounding the opinion draft related to its impact on women’s rights, the leak brought another significant issue into the limelight: non-disclosure agreements (NDA) and related policies. Before the leak, the US public had never had access to a draft decision on a pending case in the modern history of the SCOTUS. The released draft poses a question to corporate organizations across the US: how can they protect confidential information to prevent unauthorized disclosure? The protection of such intellectual property, data and trade secrets becomes even more crucial in the digital age, where companies store sensitive data in an online company database that is subject to cyber-attacks. 

This article will discuss non-disclosure agreements (NDA) and other measures employers can take to protect information at work. 

What Are Non-disclosure Agreements?

Among businesses across the globe, confidentiality is non-negotiable. Employers share trade and professional information with employees with the assurance that these details will not go beyond the office . Non-disclosure agreements are one of the ways employers guarantee that assurance. A non-disclosure agreement is a binding legal contract that seeks to maintain the confidentiality of information. As a legal contract, an NDA ensures that one or both parties named in the agreement do not share specific information with a third party at all or without prior express written approval. 

Companies typically use NDAs to restrict employees from divulging trade secrets or intellectual property to competitors. However, contracting parties can also use an NDA to protect general privately-held company-related information. Typically, alongside the confidential information, NDAs also contain sanctions for breaching the contract, such as financial compensation and injunctions. 

What Are the Different Types of NDAs? 

There are three types of non-disclosure agreements. Here’s a quick breakdown of each of them: 

1. Unilateral NDAs

These types of NDAs involve one party disclosing confidential information to another and requesting its secrecy. Typically, businesses use unilateral NDAs to protect trade secrets and competitive data. In the employment context, all NDAs are unilateral.

2. Bilateral NDAs 

These NDAs involve two parties revealing sensitive information and signing an NDA to ensure neither individual divulges the sensitive details to a third party. Bilateral NDAs are a common theme in mergers and acquisitions. 

3. Multilateral NDAs 

These contracting confidentiality agreements involve three or more parties, with at least one of the individuals disclosing private information to the others. 

What Does an NDA Contain?

There are some vital provisions that contracting parties must include in an NDA. Some of them are:

  • Identities of the parties involved in the contract 
  • Broad definitions of the confidential information
  • The scope of the contract
  • The timeline of the agreement
  • Exclusions to the contract 
  • Sanctions for breaching the NDA
  • Related clauses, such as a non-compete, non-solicitation of employees, and non-circumvention clauses 
  • Termination of the contract

Typically, only the contract’s provider(s) can terminate an NDA. However, the contracting parties can also terminate the NDA by mutual consent or if the contract has exceeded its timeline. Also, while outlining the scope of an NDA, businesses should narrow the contract agreement to protect genuinely confidential information, as NDAs could be unenforceable if they are too broad. Furthermore, there are federal and state employment laws that determine the clauses that employers cannot include in an NDA. Corporate institutions should hire attorneys to help draft NDAs to ensure they meet state and federal regulations. 

Other Measures That Can Help Businesses Protect Workplace Confidentiality

Aside from NDAs, there are several other ways employees can ensure the protection of proprietary secrets. Here are two of the most common: 

  • Confidentiality Training and Policies 

Confidentiality training should become a part of the integration processes for new employees across businesses. HR departments should train newly-recruited employees on handling and disposing of sensitive information, company policies on sharing confidential data, and the consequences of violating these regulations. 

With social media becoming a crucial part of communication for us today, the use of the internet and other communication media in sharing private corporate information should also be a part of the details covered in the confidentiality training. Furthermore, the employee handbook should contain broad definitions of company privacy policies. 

  • Create Contingency Plans in the Event of Privacy Policy Violations 

First, your company should have a contingency plan for when an employee violates company confidentiality policies, or sensitive corporate information makes it to the public through any other means. The plan should be broad enough to cover all possible scenarios. Have strategies for removing the leaked information from the public domain, locating and disposing of other copies, and executing any legal action stated in your company policy against the guilty staff. 

Second, aside from privacy violation contingency strategies, your company may also need an exit plan for employees. This plan involves the processes employees have to go through to submit any company data or property in their possession whenever they want to leave the company. Your exit strategy should also include steps to disable and restrict access to all employee emails, company social media accounts, and online databases. 

Need NDA for Your Company? Reach Out to Our Employment Law Attorneys Today! 

Finally, confidentiality violations, such as the Supreme Court draft decision leak, can ruin corporate organizations. If your company doesn’t have an NDA in its privacy policy and you’re considering drafting one or updating the terms in the current confidentiality agreement, you’ll need an attorney to help you through the process. NDAs are sensitive contracts that can become unenforceable if you don’t draft them properly. State laws can also affect confidentiality agreements. If the scope of your NDA goes beyond state regulations, it might affect its enforceability. 

At the Law Office of Sheri Oluyemi, we can bring our expertise in US employment Law to tailor your NDA to meet your company’s privacy needs while staying within your state’s regulations. Our employment attorneys can also help you handle the legal sides of company privacy violations. 

Request a free teleconference consultation today, and let’s begin the process of protecting your company’s confidential data. 

Sexual Harassment In the Workplace: Steps for SMBs to Avoid Liability Under Title VII

November 4, 2021

When an employee comes forward with a sexual harassment claim, they expect their employers to respond constructively to get justice served. However, several small business company executives often dismiss these cases, with little or nothing done to find a resolution.

And when senior managers ignore sexual harassment complaints in this manner, the following line of action for the victim is a costly and lengthy lawsuit.

Title VII of the Civil Rights Act prohibits discrimination or harassment of any sort; thus, any litigation against your business will have you facing the law in its full wrath.

As a business owner, you want to avoid this scenario; as such, you should address sexual harassment in your workplace even before it rears its head. With that in mind, we provide you with some helpful tips to prevent sexual harassment in your business.

How to Address Sexual Harassment as a Small or Medium-sized Business

Sexual harassment cases are challenging to handle. Here are some constructive ways to deal with sexual harassment in the office:

  1. Set Internal Policies and Regulations

When there are no rules guiding employee conduct in your company, your staff can exhibit any form of inappropriate behavior because they feel anything goes. Thus, you need company policies and rules that define acceptable conduct within the office premises and prohibits sexual harassment or any discriminatory behavior. These corporate laws should also specify the consequences of harassing employees or clients sexually.

You should also have these regulations in print and ensure every employee has them, regardless of their role. New employees must get a copy immediately after employment, and you’ll need to have extensive training sessions with them on how workers should relate with and treat each other. Existing staff members should also receive regular training to re-emphasize the company’s stance on sexual harassment and the repercussions of such behavior.

1 Enforce the Rules

Don’t make laws and throw them out the window when the time comes to enforce them. Ensure you take every sexual harassment allegation in your company seriously, regardless of whether the offender is a senior staff or a junior employee.

Set up an HR committee or department to investigate these claims and take appropriate action when you discover the truth. When you show zero tolerance to sexually inappropriate behavior in the workplace, your employees will conform to their attitudes accordingly.

2 Cultivate a Work Environment of Respect and Equality

While sexual harassment isn’t gender-neutral, we can all agree that women are victims of sexually inappropriate behavior more than men. As such, it’s vital to establish a work environment where everyone is respected, regardless of gender.

Ensure that every staff member receives equal treatment and has the same opportunities to thrive. It’d help if you also addressed gender-limiting biases head-on.

For example, some stereotypes that define women sexually according to what they wear or their race play significant roles in the high rate of sexual harassment towards the feminine gender.

It would be best to ensure these prejudiced views aren’t found in your firm. You shouldn’t even tolerate them as workplace banter. Men also face some of these biases, so they shouldn’t be left out of the conversation.

Furthermore, there should be consequences whenever an employee is disrespected in any way.

3 Empower Your Employees

Often, the victims of sexual harassment face discrimination and abuse whenever they come forward, even from coworkers who should know better and treat them with empathy. On that note, ensure to create a work environment where your staff members can speak up without retaliation from anyone, including their offenders.

Make your staff know that they can trust the company to act in their best interest whenever they’re victims of any form of discrimination, regardless of their gender or social status. With so many sexual harassment cases swept under the carpet, your company should stand out and make a difference.

Conclusion

Sexual harassment is still prevalent in American workplaces, despite having more media coverage with several conversations to see victims get justice. That said, if you’re battling with a sexual harassment case in your workplace or would like to take proactive measures to prevent them, we recommend you seek legal representation to help you out. Reach out to us today at The Law Office of Sheri Oluyemi, and let’s bring our extensive experience in employment law to your aid.