NDA and non-competition clause

**zemoxyl** · 18 February 2010, 11:27

There's nothing new about NDA nor non-compete clauses in a contract.

They've been included in permie agreements for yonks.

Generally the wording I've seen is pretty straightforward. Just read it closely.

However, the point is - you've now signed a legally binding contract. And I'm afraid you're bound by it.

Non-compete clauses can last for up to 2 years. Not one I'd sign though.

**Wanderer** · 20 February 2010, 14:12

Originally posted by Lisa View Post

- having signed NDA, can I interview with the 'potential competitor' without informing them at all?

It's hard to say for sure without reading the exact wording of the NDA but in general when I've issued or signed NDAs they do not prevent the clientgoing about their normal business (unless there is some sort of consideration, ie money paid).

However, if you did an interview under NDA regarding a big project which they discussed with you in confidence and under NDA then you can't disclose any details of that interview or use any information you obtained in that interview in other work.

You probably have a fair defense against enforcement of NDA if what you learned was in the public domain, obvious or standard industry practice. However, any information that company X was rolling out a product or system that would do Y (for example) must to be kept confidential.

If the company told you "we have 100 employees" and this information was in the public domain then you aren't necessarily bound by NDA. However, if they told you that they were recruiting 10 more employees to work on a new project then this IS bound by the NDA.

QUOTE=Lisa;1076167]- can I call-off just-signed NDA (I haven't signed any other contracts with them yet and haven't started working on a project yet) till I hear interview results from the retailer?[/QUOTE]

If they have disclosed any confidental information to you under NDA then you are bound by it unless it is lited by mutual consent (which they aren't likely to do).

QUOTE=Lisa;1076167]- where can I read more on the UK law with respect to NDA's and non-disclosure clauses, to understand my responsibilities and legal risks? Google was not very helpful...[/QUOTE]

Not the most reliable of sources, but a good start would be to understand the following principles:

http://en.wikipedia.org/wiki/Restraint_of_trade
http://en.wikipedia.org/wiki/Limited_liability
http://en.wikipedia.org/wiki/Contract_law

**SueEllen** · 20 February 2010, 19:59

One thing that you should quickly learn is the more broad and more vague a term in a contract is the less likely if it went to court that it would be enforceable.

The "if" is really important as most companies fight their battles by sending out solicitors letters which aim to frighten the weaken party into doing as they have been told. The larger company will generally avoid going to court because they know a court will not tend to uphold a very vague and board term in the manner they want it to be upheld.

**Clippy** · 21 February 2010, 18:28

Originally posted by Lisa View Post

- where can I read more on the UK law with respect to NDA's and non-disclosure clauses, to understand my responsibilities and legal risks? Google was not very helpful...

Thank you!

This site should help.

**MarillionFan** · 21 February 2010, 20:36

I'm supposed to sign an NDA on my next contract. Assuming it's not restrictive to working elsewhere I have no problem. But if it says, cannot work for competitors for the next two years then frankly they can stuff it up the arses!

NDA and non-competition clause