Many employers routinely require new employees to sign non-disclosure agreements (NDAs). The NDA is typically one of many documents — along with tax forms, forms relating to benefits, and other legal documents — that a new employee signs on the first day of a new job. After wading through this pile of documentation, is it likely that the employee will recall the terms of the NDA a month later? Six months later? Two years later?
To help employees remember the value of proprietary information, employers may consider providing employees with periodic non-disclosure training. Another suggestion, raised by knowledge protection consultant Michael Moberly in a recent blog post, is that employers revise form NDAs to be more user-friendly. As Mr. Moberly writes:
Typically, NDA’s are filled with a lot of do’s and don’ts[,] but little contractual language is devoted to explaining to inquisitive twenty-something employees ‘why’ certain information should remain proprietary.
Employers who rely on a signed document may have adequate legal protections in place to seek damages or an injunction if a leak of proprietary information occurs. However, employers may be more likely to prevent leaks from happening in the first place if they take the time to (i) train employees, (ii) explain how proprietary information affects corporate value (and helps to secure jobs), and (iii) periodically remind employees of their non-disclosure obligations.