Trade secret law, as codified in the Uniform Trade Secrets Act, gives businesses in nearly every U.S. jurisdiction a uniform, clearly defined right to protect secret and valuable business information from misappropriation. But how can businesses protect information that, while potentially useful, falls short of the legal definition of a trade secret? Businesses often require their employees to sign nondisclosure agreements (NDAs) to protect this category of information, which this Note refers to as “confidential business information” or “CBI.” These CBI NDAs are often drafted so broadly that, read literally, they would encompass every piece of information an employee learns at her job. There is cause for concern that these CBI NDAs could have anticompetitive effects and that enforcing them may conflict with the fundamental purposes of trade secret law. This Note systematically surveys existing law surrounding CBI NDA enforcement and develops a judicial framework for determining when such CBI NDAs should be enforceable.
Rex N. Alley,
Business Information and Nondisclosure Agreements: A Public Policy Framework,
Nw. U. L. Rev.