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Non-Competition Agreements & Trade Secrets

Our lawyers are often called on for advice and litigation assistance involving confidential business and technology information and trade secrets.  We handle claims and assess risks under the Uniform Trade Secrets Act and the related laws of numerous states.  Miles & Stockbridge also has the practical knowledge to design internal corporate programs for protecting trade secrets, confidential information, and other competitive assets of businesses, including preparation of appropriate non-competition and non-disclosure/non-use agreements. 

Experience

  • Preparing protective documentation, including patent assignment and confidentiality commitments, to safeguard companies developing new products and processes; 

  • Preparing non-disclosure agreements for use in employment relationships and in the negotiation of business sales, and in other commercial settings; 

  • Assessing risks of hiring employees subject to restrictive covenants from former employers and recommending strategies for avoiding or resolving disputes;

  • Addressing antitrust aspects of non-competition agreements and other restrictive covenants, including non-disclosure and confidentiality agreements as part of licensing arrangements; 

  • Preparing noncompetition agreements and litigating claims concerning them with respect to employees, buyers and sellers of businesses, joint ventures, partners, and franchisees; 

  • Preparing and litigating  non-solicitation agreements involving customers, employees, and others; 

  • Prosecuting and defending claims of employee raiding and piracy; 

  • Advising about assignability of non-competition and related agreements in reorganizations and business sales, arranging for substitute safeguards, and assessing the adequacy of such protections in due diligence reviews;

  • Advising about, and litigating claims concerning, obligations of service personnel under “no hire” agreements and the respective rights of temporary staffing agencies and their customers to leased workers; 

  • Advising about, and litigating claims concerning, data misappropriation actionable under the Computer Fraud and Abuse Act and state computer theft statutes; 

  • Prosecuting and defending claims concerning usurpation of business opportunities and misuse of  confidential business assets by former fiduciaries and other personnel; 

  • Advising about, and assisting with litigation involving, cross-border enforcement of restrictive covenants both nationally and internationally and creating protective programs for multi-state use; 

  • Advising and litigating with respect to restrictive covenants and claw-backs in stock option and other benefit plans; 

  • Enforcing non-competition rights in arbitration settings and obtaining or resisting applications for interim judicial relief; 

  • Planning against and investigating trade secret theft, including through data-recovery techniques; and 

  • Partnering with our intellectual property group colleagues to provide full-service protection of intellectual property rights.

Typically our lawyers handle enforcement of non-compete rights for former employers, but we also advise employers who have hired individuals bound by such covenants.  We regularly obtain preliminary and final injunctive relief enforcing employers’ rights, and we frequently litigate contractual disputes relating to alleged breaches of employment agreements and commission agreements.

We often advise technology industry clients in situations in which startup companies have allegedly engaged in predatory hiring of key competitor personnel to secure trade secrets and confidential and proprietary information.  Where necessary, we obtain temporary restraining orders, injunctions, damages, and attorneys’ fees for our clients.