“Should I sign a ‘Trade Secret Agreement’ my employer has asked me to sign before I take a new job elsewhere?”

Question: Hi, Alan. I am going to resign from a job I have been with for three years.

After notifying them of my resignation, they presented me with a two-year contract to sign. It says that I will not reveal any trade secrets to the new company I am going with.

Should I sign it?

Kimberly
Trinidad

Answer: Kimberly, there are three parts to the answer you seek.

First: Is there something that you will receive in return for signing this “Trade Secret Agreement” (which is more commonly called a “Confidentiality Agreement”)? Agreements are binding documents, and I would always advise people that it is unwise to sign any agreement, or bind yourself in any way, unless you are getting something in return that you consider valuable.

If, as examples, your present employer is willing to give you a thousand dollars, or let you keep your laptop computer, in return for signing this Trade Secret Agreement, then it might be worth signing. On the other hand, if your employer has told you that you will not receive your last paycheck, then they are not giving you anything more than you earned, and you might advise them that local labor authorities will not likely accept their acting in that way.

Second: Have you read the “Trade Secret Agreement” very carefully, and perhaps had a Trinidadian lawyer review it for you? Many times I have seen documents named in a way that suggests what is inside, but something very different is hidden or “buried” inside the document. Many, many times I have seen a document called “Confidentiality Agreement” include a provision that says you agree not to work in the same industry for two years. Be very, very careful. I am concerned for you that even the definition of the phrase “trade secret” in the agreement may be very vague, and cause you problems later on.

Third: I don’t understand why your employer wants you to sign the agreement, because the laws in most states and countries provide that, even if you did not sign any such agreement, your employer’s “trade secrets” are protected, just like any other kind of  their valuable property. You can’t take a computer when you leave your employment, and you can’t take a trade secret with you, either; they really are the same. For this reason, I am a bit suspicious of this request.

So, I suggest: (a) sign only if you get something for signing; (b) before you sign, read the document carefully, and perhaps have an attorney do so, as well; and (c) you might ask your employer why it feels you need to sign the agreement, as the law very likely gives them the same legal protections.

There you have it. Hope that helps. Thanks for writing in. Hope you’ll subscribe to our blog, and tell your friends about it.

Best, Al Sklover

© 2010 Alan L. Sklover, All Rights Reserved.