Legal Question in Business Law in California

Re: If you sign a mutual nondisclosure agreement on an old job, how long is it v

Non-disclosure agreements may be enforceable if carefully drafted. What you have said doesn't lead me to think they can successfully prevent you from doing business, but no one can give you worthwhile advice without full review of the agreement and all the surrounding facts. Also, anyone can sue anybody for anything, however winning is another issue. If they are threatening to sue you, now is the time to consult with counsel to determine what you should and can do. Contact me if interested in doing this right.

Re: If you sign a mutual nondisclosure agreement on an old job, how long is it v

I can't quite say you have NOTHING to fear, because I don't necessarily have all the facts nor have I seen the "mutual" agreement. I would say, however, that threats of this kind are made more often than they are carried out.

The reason is twofold. First, under California statutory law, contracts that limit a person's freedom to engage in an occupation or business are unenforceable and void. A former employer cannot prevent you from starting a business that competes with him. This would include having no right to limit your sources of supply.

The second legal reason is that, while anyone owning a trade secret can protect the secret by a non-disclosure contract or (even in the absence of a contract) suing for misappropriation of the secret (a tort, as are trespass and negligence), first there has to be a protectible secret. The names, addresses and phone numbers of companies that produce and sell soil amendments and redwood seedlings simply aren't secrets! Anyone can "unearth" that information in a couple of hours on the Internet or with the Yellow Pages.

Now, if you had copied 50 contracts with suppliers and walked off with the sales manager's Rolodex and business-card file, that would be a different story. Employers' market research and other hard-to-obtain information on suppliers and/or customers can very well be protectible as trade secrets, and taking the same with you could very well be grounds for a successful lawsuit against you.

As to your final question about acting as a 'rep' for one supplier instead of running the sales as a dealer, you could probably do this without any legal problem; whether or not to do so would be a business decision not a legal issue.