Proprietary Information, Inventions And Non-Compete Agreement

You do not have to sign it and they do not have to keep you as an employee. As a practical matter you do not have a choice if you want to keep your job. As a legal matter these agreements are quite common with employees. You have a duty to keep trade secret information confidential, even without signing anything. Noncompetes are disfavored and courts will limit them as to time and geography. The Protecting Tenants at Foreclosure Act, Pub. L. No. 111-22, §§ 701-704 (2009), which became law on May 20, 2009, applies to state eviction proceedings. This act requires that a new owner who took title to residential rental property through foreclosure must honor existing leases until the end of the lease term. There are three exceptions to this rule: 1) if there is an existing term lease and the new owner wants to occupy the foreclosed property as a personal residence before the end of the lease term, 2) if there is an existing term lease with less than 90 days to the end of the lease term, or 3) if the existing lease on the foreclosed property is a month-to-month tenancy or a tenancy at will. In each of these cases, the owner must provide the tenant at least 90 days notice to terminate the tenancy. The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change. -------------------------------------------------------------------------------- From: Steven Fink Sent: Friday, March 12, 2010 10:34 AM To: Steven Fink Subject: avvo disclaimer The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change. Attorney is licensed to practice law only in the State of California. Responses are based solely on California law unless stated otherwise.

Only an attorney licensed to practice in New York with experience in employment law can adequately answer your question. I am not such an attorney. The following is merely general information. Absent an employment contract, folks who work for companies in New York are "at will" employees -- which means they can quit, or be let go, for no reason at all. So ... if your employer wants you to sign various agreements [which sound like an invention assignment agreement, a non-disclosure agreement, and a non-compete agreement] then it can lawfully terminate your employment if you chose not to sign. At will employees have NO guarantee of continued employment. The limitation on this rule is that the employer cannot lawfully compel you to sign an unlawful agreement -- such as an agreement that says that everything you ever invent in your entire life is the property of the employer or that, if you leave the employer's company, you will never ever write any software code again. In short, the agreements must be lawful. Your own attorney will have to evaluate the particular agreements that your employer wants you to sign -- remember, however, that they need only be lawful. Just because you don't want to sign them does not mean they are not lawful. Each of the three agreements mentioned are quite common and, if written properly, are lawful. One other note: all copyrightable works [such as software] that are created by an employee within the scope of his or her employment are automatically owned by the employer. No transfer agreement [via an employment contract, employee handbook, or any unique document] is required. Same thing for patentable inventions [some software is patentable], though the inventor must sign certain documents when it comes time to file the patent application. Moreover, all trade secrets AND other confidential information an employee creates or learns while within the scope of his or her employment belongs to the employer. In short, I don't know what you mean when you say that the non-disclosure, invention assignment, and non-compete agreement may inhibit something down the line. What you've created and learned while employed at your employer's company does not belong to you. You really need to speak with a New York-licensed employment law attorney. Good luck.

The only logical answer is to recommend that you contact a local employment lawyer immediately so they can review the terms of this agreement and additional facts. There is no way to have an idea of the issues absent a review of the agreement. Given that they may terminate you if you refuse to sign, talking to a local attorney is well worth the cost. DISCLAIMER—This answer is for informational purposes only and discusses general legal principles, trends, and considerations and is not intended as specific legal advice regarding your question. This answer does not establish an attorney-client relationship.

It is true that you are not obligated to sign anything. However, your employer, should you choose not to sign, is not obligated to let you keep your job. As companies become more sensitive to the value of their intangible property, they tend to get nervous about employees like you who did not sign a nondisclosure/noncompetition agreement at the outset of employment, and the employer can indeed make further employment with the company contingent on signing such an agreement mid-stream. The long and short of it is that you NEED a lawyer who speaks fluent employment law. That lawyer is, unfortunately, not me. THIS POSTING IS GENERAL IN NATURE, AND DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN THIS OFFICE AND ANY READER. FOR LEGAL ADVICE CONCERNING YOUR SITUATION, CONSULT YOUR ATTORNEY.