Legal Question in Employment Law in Connecticut

Re: Non-Competition Clause

The law dislikes noncompetition clauses. Basically, competition is the American way. Anti-competition clauses are, therefore, un-American and bad. (I don't make this stuff up, judges do.) The rationale is that people shouldn't be unable to earn a living or be locked out of the market by predatory employers.

On the other hand, the law also thinks that, in general, a deal is a deal, and that grownups who make an arms-length agreement are bound to stick to it even if it turns out badly for them.

The way the law reconciles these two inconsistent principles is to construe clauses that limit an employee's right to compete very narrowly. For the clause to be enforceable, the employee has to be providing a unique service to the employer. If the service is not unique, the clause is unenforceable. Even if the service is unique, the limitation on the right to compete must be reasonable as to time and geographic scope. That means the period can't be too long in the context of the services performed and may not extend outside the company's area of operations.

I don't know what you do, so I can't comment on the appropriateness of the noncompetition clause.

I can, however, comment on the confidentiality clause.

That is enforceable as to genuinely confidential material regardless of who drafted it. When you did the work for the employer, the employer got full rights to the work. You have no right to use the material or any confidential information you learned in the course of your employment.

Of course, if the employer published the material (that means to the public, not circulated internally), it's no longer confidential. The confidentiality clause won't apply to anything that was published and you can use that material(though, of course, there's still the copyright law to contend with).

The real inquiry is whether the company truly treated the material as confidential. Slapping a label on the material won't do the trick. There have to be procedures in place safeguarding the stuff.

Re: Non-Competition Clause

Non-competition clauses that have been voluntarily entered into are generally valid. However, the clause should be reasonable or it may not be upheld by a court.

Dan Kryzanski, Esq.

Phone: (203) 375-7352