How to Safeguard your Company’s Sensitive Information with Departing Employees

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These days, there seems to be a lot of discussion about protecting your company’s sensitive information. Generally, employment contracts will include some version of a non-disclosure provision that binds the employee to secrecy with respect to the company’s sensitive information. But what measures can be taken to protect your company when an employee leaves your organization?

An exit interview is one such measure. During an exit interview, the employee should be reminded to return all confidential information that is in tangible form (and destroy any copies of confidential material that is contained in intangible form) and should be reminded of their future obligations concerning the use and disclosure of confidential information acquired during their employment. During the exit interview, you can present employees with a copy of any non-disclosure/confidentiality provision or contract they signed.  In addition, you can provide a “Continuing Obligations Letter” to your departing employees.

What to include in such a letter?  The letter may include the following sort of paragraphs:

“The attached agreements survive your separation from us. In addition, [State] prohibits you from disclosing our confidential or trade secret information at any time during or following your employment.

We expect you to abide by these terms and governing law. If we suspect any breach of these obligations, we will take appropriate legal action against you to cure or remedy the breach. We expect you to inform your new employer about your continuing obligations to us, and we expect your new employer to respect these obligations and refrain from inducing you to breach them or from benefiting in any way from your breach. If we suspect any breach of these obligations by you or any inducement of breach by your new employer, we will take any and all action necessary against you and your new employer to enjoin the breaches and seek all available remedies for any harm caused by the breaches.”

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This material is provided for informational purposes only. It is not intended to constitute legal advice, nor does it create a client-lawyer relationship between MNK Law and any recipient. Recipients should consult with counsel before taking any actions based on the information contained within this material.