When an employee has access to company confidential information, an important way to protect that information is to have the employee sign a Georgia non-disclosure agreement (NDA). Typically, an NDA will prohibit the employee from disclosing certain confidential information the employee learned or had access to during the course of employment. Non-disclosure obligations may be included in a broad employment contract, or they can be in the form of a stand-alone NDA.
If your employee is located in Georgia, your agreements with that employee need to comply with Georgia employment law. There are several best practices to follow to ensure your Georgia NDA will be enforceable and adequately protect the company.
Here’s what you should know about Georgia NDAs.
Who can use a Georgia non-disclosure agreement?
NDAs with employees are generally legal in Georgia. However, there are certain limits that employers need to be aware of and several best practices that will make the agreement more immune from challenge in court.
What are the best practices for drafting a non-disclosure agreement in Georgia?
To draft a strong Georgia NDA, consider following these best practices:
- Make sure you are protecting a legitimate business interest. To be enforceable, non-disclosure agreements typically need to be supported by a legitimate business purpose. For NDAs, that purpose is most often the protection of trade secrets and other confidential or proprietary information. For instance, if you are asking a low-level employee who has no access to company confidential information to sign an NDA, there may be no legitimate purpose. As a best practice, limit NDAs to employees that have access to your confidential information.
- In Georgia, the confidentiality obligations can be indefinite. Unlike many other states, Georgia law specifically provides that NDAs may last indefinitely, so long as the information being protected remains confidential. Your agreement should provide an exception for information that later becomes non-confidential.
- Define your confidential information. In the agreement, you should include a clear definition of confidential information that employees can easily understand. Avoid legalese. This way employees know exactly what it is they are prohibited from disclosing.
- Include notice required by federal law. The Defend Trade Secrets Act of 2016 requires notice regarding immunity from liability for limited disclosures of trade secrets. Every employee NDA (or any other contract containing employee non-disclosure obligations) should include this notice.
- Include important exceptions to your definition of confidential information. Make sure your definition is not so broad that it would encompass information that is not actually confidential. Common exceptions include information that is publicly known or available at the time of disclosure, information that becomes publicly known or available after disclosure, and information that is already in the employee’s possession without confidentiality obligations at the time of disclosure.
- Consider excluding information related to unlawful employment practices from the definition of confidential information. Although Georgia doesn’t yet require this, there is a trend across the country, both at the state and federal level, to render unlawful NDAs that prohibit from employees from disclosing unlawful employment practices like discrimination or harassment. To stay ahead of the curve and promote a positive, inclusive company culture, consider including this exception.
Discover SixFifty’s Georgia NDA solutions
Keeping up with Georgia’s employment laws can be time-consuming and expensive, especially if you’re hiring employees in more than one state. But getting your NDAs and other employment agreements right is important. If they don’t comply with Georgia law, they may be unenforceable which needlessly puts the company at risk. Creating an enforceable NDA requires careful thought and knowledge of the latest developments in NDA law, both at the federal and state level. Instead of asking your in-house legal team to draft an NDA, or seeking outside counsel, let SixFifty do the hard work for you.
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