Legal Advice on Employment Offers
A word of caution for those who are seeking employment with outside business entities or governmental agencies:
It is not unusual for employers to request that new employees, co-ops, or interns sign certain documents before they begin their work arrangement. Typically, the employer may ask you to sign forms relating to required state and federal tax withholdings, FICA and Social Security matters, immigration matters, and the like.
While every form and item to be signed by you should be reviewed carefully, particular attention should be taken with forms which are of the following types: (a) confidentiality agreements; and (b) covenants not to compete.
Confidentiality agreements require an employee to keep certain employer information secret. This type of information can include: confidential business information of the employer such as customer lists, trade secrets, formulas, business plans, and the like; confidential scientific and technical information which may pertain to the technology endeavors of the company; and classified information or other documents under government secrecy obligations. These agreements usually establish a time frame for how long material must be kept confidential – but if it doesn’t set forth any time period at all, the agreement to keep material confidential may last indefinitely. Before you sign such a document, you need to know: (1) what the information is that you are to keep secret; (2) what all the required terms of confidentially are; and (3) what the penalties was for not complying, which can be quite severe (these can include money damages or penalties, a court injunction and having to pay for a lawyer to help you defend yourself). Note that a confidentiality agreement can also seriously impact your ability to publish any results of your work while working under a confidentiality agreement – so if you do wish to publish, you must have a very explicit conversation with your employer before the confidentiality agreement is signed to that appropriate exceptions are made so as to allow for publication.
Covenants not to compete can be separate from confidentiality agreements or can be incorporated within them. These types of clauses typically say that you agree not to engage in a business which competes with the business of the employer for a certain period of time. Some may restrict this area of competition to either a particular area of the country or to a certain field of technology or business. Some may establish a period of time when competition cannot occur – if the agreement doesn’t specify a time period, the obligation not to compete may last forever! Ordinarily, a student should refuse to sign such a document for a co-op or internship position, which could have the effect of seriously impairing the career opportunities of that student after the internship or work-study program is over.
In conclusion, think very carefully before you sign either a confidentiality agreement. Do not sign a covenant not to compete. Please consult a member of the professional staff in the Career Development Center or legal counsel before signing these documents.
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