When an employee has access to company confidential information, you can protect that information by having the employee sign an Ohio non-disclosure agreement (NDA). NDAs typically prohibit the employee from disclosing specific confidential information the employee learned or had access to during the course of their employment. These non-disclosure obligations can be included in a broad employment contract, or in a standalone Ohio NDA.
If you have employees located in Ohio, your agreements with that employee need to comply with Ohio employment law. Following NDA best practices ensures your NDA will be enforceable and adequately protect the company.
Here’s what you should know about Ohio NDAs.
Who can use an Ohio non-disclosure agreement?
In Ohio, employee NDAs are generally legal—but there are certain limits employers should be aware of, and several best practices that will help make the agreement more likely to be upheld if challenged in court.
What are the best practices for drafting a non-disclosure agreement in Ohio?
To draft a strong Ohio NDA, consider following these best practices:
- Make sure you are protecting a legitimate business interest. Enforceable non-disclosure agreements need to be supported by a legitimate business interest. This is typically the protection of trade secrets, confidential information, or proprietary information. This limits who should sign an NDA. For example, if you ask a low-level employee with no access to confidential company information to sign an NDA, that’s often not supported by a legitimate purpose. As a best practice, limit NDAs to employees who have access to your confidential information.
- In Ohio, the confidentiality obligations are finite. Ohio limits how long confidentiality obligations may last. This is typically limited to during the course of employment or a short period thereafter. Employers should provide exceptions for information that becomes non-confidential during the course of the agreement. Typically, a longer duration is appropriate for information that qualifies as a trade secret.
- Define your confidential information. The agreement should include a clear, legalese–free description of the confidential information to be protected. This ensures your employees know exactly what they’re prohibited from sharing with others.
- Include notice required by federal law. The Defend Trade Secrets Act of 2016 requires NDAs to include notice regarding immunity from liability for limited disclosures of trade secrets. Each employee NDA or contract containing employee non-disclosure obligations needs to include this notice.
- Include important exceptions to your definition of confidential information. Your definition of confidential information should not be so broad that it encompasses information that isn’t actually confidential. For example, publicly known information or information available at the time of the disclosure is one common exception. Similarly, information already in the employee’s possession without confidentiality obligations at the time of disclosure should be excluded.
- Consider excluding information related to unlawful employment practices from the definition of confidential information. Although Ohio doesn’t yet require this, there is a trend across the country, at both the state and federal levels, to render unlawful NDAs that prohibit employees from disclosing unlawful employment practices like discrimination or harassment. Stay ahead of the curve and promote a positive, inclusive company culture by including this exception in your NDAs.
Discover SixFifty’s Ohio NDA solutions
Staying on top of Ohio’s employment laws can be time-consuming and expensive, especially when you hire employees in multiple states. Creating enforceable non-disclosure provisions is important, however—if they don’t comply with Ohio state law, they may be unenforceable. That needlessly puts your company and confidential information at risk.
Creating an enforceable NDA requires careful thought and knowledge of the latest state and federal developments in NDA law. 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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