Trade Secrets, Proprietary Information & Noncompetition/​Nondisclosure Agreements

Companies need creative solutions to guard against misuse and theft of trade secrets and proprietary information, and also to retain talent to whom they have given access to such trade secrets and proprietary information. We work closely with our clients, including those in the financial services, pharmaceutical, retail, energy, and technology industries, to modify, design, and implement effective trade secret policies and practices, “invention” agreements, and postemployment noncompetition, nondisclosure, and nonsolicitation agreements. And when companies find themselves facing litigation to enforce or defend against trade secret and related claims, our deep bench of commercial, employment, and intellectual property litigators provides effective, forceful representation.

Proactive trade secret and proprietary information policies and programs are often the least expensive and the most effective way to protect intellectual property. Through counseling and transactional advice, we help clients protect their trade secret processes, methodologies, information, formulae, client lists, ideas, and other proprietary information. Morgan Lewis lawyers prepare policies, and draft and implement restrictive covenant agreements regarding noncompetition, nondisclosure, nonsolicitation, and garden leave. In addition, we ensure that our clients have effective protection of their intellectual property through reviewing and enforcing patents, trademarks, and copyrights. In the ongoing challenge for talent, companies often see key employees depart to join the competition. We work with clients to design and implement initiatives that enhance employee longevity and loyalty. These programs may include stock option and equity programs, along with appropriate restrictive covenants.

We also advise and represent companies that find litigation thrust upon them or for which litigation is the most effective option to protect and enforce trade secrets. Often this involves injunction proceedings that arrive without notice, and that can interfere with business operations and transactions. Morgan Lewis acts swiftly in such actions to provide skilled representation that minimizes the impact on our clients’ businesses. Our teams also routinely conduct trade secret audits and design protection programs that avoid trade secret misappropriation before it occurs by drafting specialized confidentiality agreements to protect employers, independent contractors, joint venturers, suppliers, purchasers, business partners, and potential buyers and sellers of proprietary technology.