Restrictive Covenants in Employment Agreements: Non-Disclosure Clauses

Restrictive covenants are often contained in employment agreements and designed to protect the employer’s legitimate business interests. Three restrictive covenants are often included in employment agreements: 1.) non-disclosure clauses, 2.) non-solicitation clauses, and 3.) non-competition clauses. With respect to the first category, non-disclosure clauses require an employee to maintain the confidentiality of an employer’s proprietary business information that the employee gained access to while working for the employer both during and after employment. To be enforced by Illinois courts, non-disclosure clauses must be properly drafted and narrowly tailored to protect the employer’s specific business interests. For example, a very general and broad non-disclosure clause that purports to prohibit the disclosure of “any information” an employee obtained would likely be difficult to enforce in court. Drafting an enforceable non-disclosure clause requires a detailed, factual analysis of the employer’s confidential information and business interests. If you have questions about drafting a non-disclosure clause or whether an existing non-disclosure clause is likely to be enforceable, call the Business Law Group today and speak to an attorney.