Thinking of Changing Jobs
Thinking Of Changing Jobs…?
Changing jobs can be a lot like moving to a new house. But unlike moving to a new house, when you change jobs you may not always be able to bring all of your “stuff” with you. What you can bring to and use at your new job, and whether you can even begin your new job, may depend largely on the language contained in your employment agreement with your former employer.
For example, there are three different types of restrictive covenants most commonly found in employment agreements. Lawyers commonly refer to them as non-compete, anti-piracy, and non-disclosure clauses. A non-compete clause is intended to restrict your ability to work in a competing business for a certain amount of time and within a certain geographical area. An anti-piracy clause, also referred to as a non-solicitation clause, is intended to restrict your ability to “solicit” business for a certain period of time from those customers with whom you formerly did business. A non-disclosure clause is intended to restrict your ability to disclose and/or use confidential and trade secret information that you learned during the course of your employment. Whether these clauses are enforceable, and more important, whether you are in violation of any of these clauses, depends largely on the specific language used as well as the type of business and information involved.
But even if you do not have a written agreement with your former employer, you still may be legally prohibited from taking “stuff” that constitutes “trade secrets“. Arizona has adopted the Uniform Trade Secrets Act (the “Act”), which makes it illegal to “misappropriate” your former employer’s “trade secrets”. Although the Act defines a “trade secret”, you may be surprised what lawyers have argued constitute “trade secrets”. You may also be surprised what lawyers have argued constitutes “misappropriation”. For example, it has been argued, but not yet decided in this State, that a “trade secret” can be “misappropriated” by memory as opposed to physically taking or copying information. Does this mean you have to give yourself a prefrontal lobotomy before starting your new venture? Can you take your Rolodex and business card file? If you cannot take these items with you, can you reconstruct them from memory by using public information such as phone books?
Just like moving into a new house, there can be a lot to consider when changing jobs. If you are thinking about changing jobs, have recently lost an employee to another job, or have recently hired an employee from another company, and you are uncertain about your rights or the rights of your company, you should seek legal advice. There is nothing worse than buying a new house and subsequently finding out that you cannot move in or that you have to pay for it more than once.