How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask ScottyMacEsq Your Own Question

ScottyMacEsq
ScottyMacEsq, Lawyer
Category: Employment Law
Satisfied Customers: 11458
Experience:  Licensed Texas General Practice Attorney
19487448
Type Your Employment Law Question Here...
ScottyMacEsq is online now
A new question is answered every 9 seconds

Can you review the NDA my job wants me to sign?

Resolved Question:

Can you review the NDA my job wants me to sign?
Submitted: 1 year ago.
Category: Employment Law
Expert:  ScottyMacEsq replied 1 year ago.

ScottyMacEsq :

Thank you for using JustAnswer. I am researching your issue and will respond shortly.

ScottyMacEsq :

If you can post it here and any questions you have regarding it, I will do what I can to address your questions / concerns / etc...

Customer:

CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT


I acknowledge and agree to the following material terms and conditions of my employment by Loewy Design Inc. ("Company"):



  1. I acknowledge and agree that my employment with Company is "at-will" employment and may be terminated at any time with or without cause or notice at my option or Company's option. No provision of this agreement shall be construed as conferring upon me any right to continue as an employee of Company. My "at-will" employment relationship can be changed only in a written agreement signed by me and my member of Company's Management Committee.

  2. I represent and warrant that: any idea, creation, or other material that I submit to Company is my original work and does not infringe upon the copyright or any other right of any person or entity, including, without limitation, rights of privacy or publicity; and I have not previously granted any rights to any such material to any other person or entity. I hereby grant to Company my entire right to own, use, and reproduce any material which I supply to Company, in any medium and in any manner whatsoever, as Company in its sole discretion shall determine.

  3. All ideas, concepts, designs, processes, research, data, text, artwork, software (source, object and any other code), presentations, writings, video, photography, and other material that I conceive, develop, procure, or deliver in the course of my employment by Company, whether for Company, its clients, or its prospective clients, including, without limitation, all materials incorporated there in and all preliminary or other copies thereof, whether such materials were conceived or created by me individually or jointly with others, on or off the premises of Company or during or after working hours, shall be "works made for hire" with all rights therein, including without limitations, the exclusive copyright, being the property of Company or its clients. If such material is considered not to be a "work made for hire," I hereby assign to Company all right, title, and interest in such work. I waive the exercise of any "moral rights" now and hereafter recognized with respect to any such materials.

  4. As long as I am an employee of Company and for three (3) years from the date of termination of my employment, I will not, without the express written approval of Company, directly or indirectly, for my own account or for the account of any other person or entity: (i) solicit for employment, hire or employ any person who is an employee of Company or any person who was an employee of Company at any time during the three years prior to my employing or soliciting such person; or (ii) solicit business from or in any way render services to any Client. As used in this paragraph, "Client" means any person or entity that is, or at any time during the preceding three year period was, a client of Company or a prospective client to whom Company made a presentation or other offering of services at any time during the three years preceding the date of termination of my employment. (iii) Solicit business or seek employment from or in any way render services to any strategic “Partner” of Company. As used in this paragraph, "Partner" means any person or entity that is, or at any time during the preceeding three year period, has collaborated, done joint projects or proposals, or has been paid by Company for services or has paid Compnay for its services at any time.

  5. All information imparted to me and any material or data which I have access in the course of my employment with Company which are not generally known to the public, including but not limited to, unpublished ideas, plans, methods of doing business, proprietary processes, technical and scientific information, know-how, trade secrets, customer lists, client confidential information and other client-related information, details of client or consultant contracts, management policies, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, computer software, and software and/or technology development techniques or plans, are proprietary and trade secret information of Company disclosure or use of any Confidential Information, except as may be necessary to perform services for Company.

  6. All computer information as defined herein, coming into the possession of Employee, or knowledge developed by Employee alone or with others in the course of their work for Company, is without exception, the property of Company, and Employee shall have no rights to retain same and agree to promptly turn over to Company on demand, all written, taped, or tangible evidence of any such items. They further agree not to retain copies of information or data in any form, or to make any original or copies thereof available to any third parry. "Computer information" as used herein means all proprietary technical information disclosed to Employee by Company or its clients, or developed by Employee as a consequence of working for Company or its clients, or on their projects, and including, but not limited to, client and prospect lists, of Company or its clients, current or future computer programs, systems and data purchased, leased or developed by Company or its clients, for internal or client use, or by others, and the unique or proprietary structure or format of all additions, customizations, modifications, or improvements to any computer programs, systems and data. "Computer information" shall also include developments, discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to, processes, methods, formulas, and techniques, as well as improvements thereof, or know-how related thereto concerning any present or prospective computer system or program of Company or its clients. Employee will disclose immediately to Company any such intellectual or intangible property and will, at any time, whether during or after its employment by Company,


at Company's request and without additional compensation, execute any patent, trademark or copyright papers covering such intellectual or intangible property, as well as any other papers which may be considered necessary by or helpful to Company.


 



  1. I will not remove from Company's offices any records, documents, files, correspondence, reports, memoranda or other materials or property of any kind except as necessary in the course of my employment. If I remove any such materials from Company's offices, I will return such materials to their appropriate place as soon as possible following their removal. I will not make, retain, or distribute any copies of any such materials except as authorized and necessary to perform services for Company. I will not divulge to any third person the nature or contents of any such materials or of any information to which I may have access or with which for any reason 1 may become familiar, except as such disclosure shall be necessary in the performance of my duties to Company.

  2. I agree that the restrictions in this agreement are essential to Company's business and any violation of these restrictions may irreparably damage Company. Consequently, 1 agree that, in addition to all other rights and remedies Company shall have. Company shall have the right to obtain an injunction from any court of competent jurisdiction, without posting a bond, enjoining he breach of any of the restrictions set forth in this agreement.


9. The failure of Company to enforce any term or condition of this agreement shall not be deemed a waiver of such or any other term or condition of this agreement This agreement shall be governed by the laws of the State of New York applicable to contracts negotiated and fully performed in the State of New York.


_________ __________________


Date Signature



__________________


Name (Please Print)


__________________
Street Address


__________________
City, State, and Zip Code


__________________
Telephone Number


__________________
Social Security Number


 

ScottyMacEsq :

And did you have any specific questions / concerns about this agreement?

Customer:

Yes, my concern is that my current employer is being sued by a former employee for firing her while she was pregnant. We are planning on starting a family soon and I don't want to sign anything that will allow me to be fired while pregnant. Also I just wanted to know in general if there was anything in the agreement that was illegal. Thank you Scott

ScottyMacEsq :

Can you tell me the approximate size of this employer?

ScottyMacEsq :

(that is, how many employees it has?)

Customer:

There are 10 employees

ScottyMacEsq :

Thank you. Please give me a few minutes while I review the language of this agreement...

Customer:

Ok, no rush - I'll be getting ready for work and taking my dog out. I'll check back in a bit. Please call if you need anything that's holding you up - XXX-XXX-XXXX.

ScottyMacEsq :

Thank you. Paragraph 1 is a restatement and reiteration of the law of an at-will employment relationship (standard). 2 and 3 pertain to intellectual property and who owns it, etc... 4 is a non-compete agreement, which is probably not enforceable as is (3 years is a pretty long period, and courts will not enforce long non-competes, although it can "modify" (they call it "blue lining" or "blue penciling" the agreement to a shorter period). 5 and 6 are the non-disclosure clauses, in that you agree not to disclose proprietary information, and that you agree that this information is the property of the company. 6.1 (or 7) and 6.2 (or 8) are merely affirmative statements that you make as to what you will not do, and establishes a "presumption" of harm if you do. 9 is a non-waiver clause, in that the company is saying that they don't have to enforce one clause to enforce another (that is, it's not an "all or nothing" contract, but they can pick and choose what they want to enforce without the entire contract being thrown out). That paragraph also has the choice of law clause, in that NY law will control.

ScottyMacEsq :

The only clause that could possibly implicate any rights if you were to get pregnant would be the first paragraph concerning at will employment.

Customer:

One more thing to add - my employer sent this to us saying that our Payroll company (ADP) is requiring we sign it or else the payroll company won't process our paychecks. I called the Payroll company and they knew nothing about an NDA. Is it legal for him to require I sign this under false circumstances?

ScottyMacEsq :

At-will employment means that without a contract, you have no contractual or other right to employment with the company. The company is entitled to fire you for any reason: a good reason, a poor reason, or no reason at all--as long as the company does not fire you for an illegal reason (race, gender, age, religion, etc...).

ScottyMacEsq :

It's legal for him to misrepresent so long as the misrepresentation is not material to your deciding to sign it or not. That is, misrepresentation is actionable civilly (in a civil lawsuit) if you can show that you would not have signed it but for that misrepresentation.

Customer:

So if I were to sign this, and tell them I'm pregnant they could still legally fire me for no reason?

ScottyMacEsq :

But it would be difficult to establish that, because if it was likewise a condition of employment, then the fact that he said that the payroll company is requiring it as well, that probably would not be something that would be able to be successfully challenged.

ScottyMacEsq :

As for the at-will nature...

Customer:

I see

ScottyMacEsq :

One moment while I see if NY laws have anything specific to pregnancy...

ScottyMacEsq :

The problem with pregnancy discrimination is that the laws start applying with 15 or more employees. That is, it's not illegal or actionable for an employer to discriminate against pregnant individuals if the employer has less than 15 employees. Now this former employee might be suing on a disability claim (disability discrimination is different than pregnancy discrimination), but the pregnancy discrimination act comes into play with 15 or more employees.

Customer:

I see

Customer:

Ok, thank you for your help

Customer:

You've given me the answers I need

ScottyMacEsq :

If the employer has 10 employees (and this is not for this office alone, but anywhere) then there would not be any specific laws in that regard.

ScottyMacEsq :

My pleasure.If you have any other questions, please let me know. If not, and you have not yet, please rate my answer AND press the "submit" button, if applicable. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX good luck to you!

ScottyMacEsq, Lawyer
Category: Employment Law
Satisfied Customers: 11458
Experience: Licensed Texas General Practice Attorney
ScottyMacEsq and 9 other Employment Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • I must thank you all for such a positive and knowledgeable Expert in your Employment Law category. She has provided much relief and answers for me in the midst of dealing with a case. I am totally pleased with her customer service and care. Mildred Washington, DC
< Last | Next >
  • I must thank you all for such a positive and knowledgeable Expert in your Employment Law category. She has provided much relief and answers for me in the midst of dealing with a case. I am totally pleased with her customer service and care. Mildred Washington, DC
  • Excellent direction from Socrateaser to help me preserve and pursue my rights as a proud American who has become unemployed in this messed-up economic downfall. Thank you Happy Customer Denver, CO
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
 
 
 

Meet The Experts:

 
 
 
  • Tina

    Lawyer

    Satisfied Customers:

    7759
    JD, BBA, recognized by ABA for excellence.
< Last | Next >
  • http://ww2.justanswer.com/uploads/MU/multistatelaw/2011-11-27_173951_Tinaglamourshotworkglow102011.64x64.jpg Tina's Avatar

    Tina

    Lawyer

    Satisfied Customers:

    7759
    JD, BBA, recognized by ABA for excellence.
  • http://ww2.justanswer.com/uploads/marshadjd/2009-6-1_194320_marshajd.jpg Marsha411JD's Avatar

    Marsha411JD

    Lawyer

    Satisfied Customers:

    10539
    Licensed Attorney with 27 yrs. exp in Employment Law
  • http://ww2.justanswer.com/uploads/NY/nyclawyer/2012-6-7_22011_photo66139201112041.64x64.jpg Infolawyer's Avatar

    Infolawyer

    Lawyer

    Satisfied Customers:

    9785
    Licensed attorney helping employers and employees.
  • http://ww2.justanswer.com/uploads/JA/jaccorpsesq/2011-11-13_21141_JAnewphoto.64x64.jpg Allen M., Esq.'s Avatar

    Allen M., Esq.

    Employment Lawyer

    Satisfied Customers:

    9429
    Employment/Labor Law Litigation
  • http://ww2.justanswer.com/uploads/MI/MILawyer/2011-2-28_0311_JBUprofile.64x64.jpg JB Umphrey's Avatar

    JB Umphrey

    Lawyer

    Satisfied Customers:

    6273
    Assisting employees and employers for over 14 years.
  • http://ww2.justanswer.com/uploads/TU/TUSA/2012-6-6_55219_test.64x64.png Thoreau (T-USA)'s Avatar

    Thoreau (T-USA)

    Lawyer

    Satisfied Customers:

    2469
    Attorney
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    2214
    I provide employment and discrimination law advice in my own practice.