Protecting Business Legitimate Interests with Non-Disclosure, Non-Compete and Non-Solicitation Agreements

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  • Topic: Employment law terms, Non-disclosure agreement, Injunction
  • Pages : 9 (2971 words )
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  • Published : January 20, 2013
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ISM UNIVERSITY OF MANAGEMENT AND ECONOMICS GRADUATE STUDIES International Negotiations course

Protecting business legitimate interests with non-disclosure, noncompete and non-solicitation agreements (Seminar paper)

VILNIUS, 2012

Contents
Introduction ................................................................................................................................3 1. Definition and description of non-disclosure, non-compete and non-solicitation agreements ...4 1.1. Non-disclosure agreements ...............................................................................................4 1.2. Non-compete agreements ..................................................................................................5 1.3. Non-solicitation agreements ..............................................................................................6 2. Interest of an employer – enforceability and drafting effective agreements ..............................7 2.1. Non-disclosure agreements ...............................................................................................7 2.2. Non-compete agreements ..................................................................................................8 2.3. Non-solicitation agreements ..............................................................................................9 3. Interest of an employee – negotiating a better agreement ....................................................... 10 Conclusion ................................................................................................................................ 12 Reference list ............................................................................................................................ 13

Introduction
Rapidly developing economies and global integration have created competitive business environment where economically free and liberal markets enable high mobility of employees, customers and other business stakeholders between entities of the businesses. Moreover, present technological progress critically changed rules in information management whereas protection of intellectual property became one of most relevant topics in nowadays regulatory issues. Thus, in order to stay competitive companies are forced to protect their intangible assets, autonomy in business and secure competitive advantage from further risks. Concerning previously mentioned trends, there emerges undisputed need to protect competitive advantage or, in the terms of the law, protect business legitimate interests. Generally, jurisdictions regulate and protect these interests through common, competition and intellectual property laws and statutes, but only partially and not always sufficiently. Therefore, in order to protect these interests individually and completely, companies with the related parties engage in additional contractual relationships. The most common regulation tools for securing business legitimate interests in contractual relationships are non-disclosure agreements, non-compete and non-solicitation agreements. This paper discusses these agreements as distinct but related regulation tools. First part defines the purpose and describes each type of agreements. The second one discusses the main interest of an employer – drafting enforceable agreements, and the issues of enforceability in general. Finally, the third part looks from the employee’s perspective – what are the issues when entering into negotiations and what subjects should be taken into account in order to obtain better and stronger agreement.

1. Definition and description of non-disclosure, non-compete and nonsolicitation agreements Non-disclosure, non-compete and non-solicitation agreements are created under the will of the companies and contracted between at least two parties. Usually, parties consist of an employer and an employee, but there could be more and more complex parties, such as partners, subcontractors...
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