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Trading Secrets

A Law Blog on Trade Secrets, Non-Competes, and Computer Fraud

Computer Fraud and Abuse Act Ruling: Did the Ninth Circuit Just Criminalize Password Sharing?

Posted in Computer Fraud and Abuse Act

shutterstock_414545476Not exactly. A divided Ninth Circuit panel recently affirmed the conviction of a former employee under the Computer Fraud and Abuse Act (“CFAA”), holding that “[u]nequivocal revocation of computer access closes both the front door and the back door” to protected computers, and that using a password shared by an authorized system user to circumvent the revocation of the former employee’s access is a crime. United States v. Nosal, (“Nosal II”) Nos. 14-10037, 14-10275 (9th Cir. July 5, 2016). The dissenting opinion raised concerns that the majority opinion would criminalize password-sharing in a wide variety of contexts where the password was shared by an authorized user but in violation of a service provider’s terms of service, such as for email or social networking.

An inside job

David Nosal was a recruiter employed by the executive search firm Korn/Ferry. To serve its clients and help place executives in response to talent searches, Korn/Ferry maintained a confidential, proprietary database containing detailed personal information about over one million executives. Nosal left Korn/Ferry and launched a competing firm with two other Korn/Ferry colleagues. Korn/Ferry revoked Nosal and his colleagues’ authorization to access its database. After Nosal and his colleagues left Korn/Ferry, Nosal’s colleagues accessed the database at his behest using the log-in credentials of Nosal’s former executive assistant, who remained employed at Korn/Ferry and who was authorized to access the database. They used the assistant’s valid credentials in order to run searches for candidates and thereby compete with Korn/Ferry. Nosal was convicted of violating the CFAA on a theory of accomplice liability based on his colleagues’ actions. He was ordered to pay a sizeable restitution award to Korn/Ferry.

What does “without authorization” mean, anyway?

The CFAA imposes criminal penalties on whoever “knowingly and with intent to defraud, accesses a protected computer without authorization, or exceeds authorized access, and by means of such conduct furthers the intended fraud and obtains anything of value . . . .” 18 U.S.C. § 1030(a)(4) (emphasis added). In a previous appeal in the Nosal case (“Nosal I”), the Ninth Circuit held that the “exceeds authorized access” prong makes criminal conduct out of “violations of [a company’s] use restrictions.” The Ninth Circuit’s decision in Nosal II, however, focused entirely on the “without authorization” prong of the CFAA.

The majority concluded that “without authorization” is unambiguous, and that the Ninth Circuit’s ruling in LVCR Holdings LLC v. Brekka, 581 F.3d 1127 (9th Cir. 2009) applied to Nosal’s conduct: “[A] person uses a computer ‘without authorization’ under [the CFAA] . . . when the employer has rescinded permission to access the computer and the defendant uses the computer anyway.” The court stated that refusing to apply the CFAA to circumstances where an authorized user shared log-in credentials with a person whose credentials had been revoked by the owner of a protected computer system would “remove from the scope of the CFAA any hacking conspiracy with an inside person. That surely was not Congress’s intent.”

So is password-sharing now a crime?

Judge Reinhardt dissented from the majority’s opinion, expressing concerns that the ruling would criminalize “password sharing.” Judge Reinhardt warned that the majority opinion “threatens to criminalize all sorts of innocuous conduct” and does not provide “a workable line which separates the consensual password sharing in this case from the consensual password sharing of millions of legitimate account holders, which may also be contrary to the policies of system owners” like email service providers or social networking sites. Judge Reinhardt asserted that, in order to avoid criminalizing such commonplace conduct, the “best reading of ‘without authorization’ in the CFAA is a narrow one: a person accesses an account ‘without authorization’ if he does so without having the permission of either the system owner or a legitimate account holder.” (Emphasis original.)

It will be left to future cases to ascertain the outer boundaries of the majority’s holding. It seems unlikely that the Ninth Circuit would uphold a CFAA conviction of a person who watched Netflix using a friend’s login credentials, but Judge Reinhart correctly points out that there is no inherently limiting language in the statute itself. So, future litigants may focus on the Nosal II majority’s discussion of “revocation of access” as a means to distinguish simple password sharing. It would be one thing for a person to use a friend’s Netflix account to watch movies; it would be another thing if the person had previously had a Netflix account revoked for downloading and selling pirated copyrighted works, then used a friend’s account to circumvent the “revocation of access” and continue such piracy. The problem is, the statute’s language does not make any distinctions based on “revocation of access.” It remains to be seen whether Nosal II provides a workable rule for applying the CFAA in future cases.

Practical Implications for Employers

Setting aside the great password-sharing debate, Nosal II makes clear that criminal sanctions can be imposed against former employees who improperly access their employer’s systems after their authorization to do so is revoked by the employer. Whether former employees use their old log-in credentials or use those of current employees who are themselves authorized to use the employer’s systems, Nosal II means that any such access is “without authorization” under the CFAA.

One Step Forward, Two Steps Back: Massachusetts Senate Reverses Course On Non-Compete Reform

Posted in Legislation, Non-Compete Enforceability

shutterstock_131276240As we last reported, just a few weeks ago, the Massachusetts House of Representatives unanimously approved a non-compete bill that revised the original draft bill and addressed some of the business community’s concerns (such as the mandatory garden leave provision, prohibition on judicial reform of overbroad agreements, etc.). However, the Senate yesterday introduced a version that would dramatically curtail the enforceability of non-competes in Massachusetts, making substantial changes to the House’s version (and in some cases, even going beyond the original bill prior to the House’s compromise edits). Most — if not all — of the revisions are sure to concern those companies that use non-competes as one tool to protect their intellectual property:

  • The time limits for non-competes (except in cases where an employee has breached a fiduciary duty or engaged in misappropriation) would be limited to a mere three months, as distinct from the House’s 12 month provision;
  • To be enforceable, an employer must inform the employee of its intention to enforce the non-compete within 10 days of the termination of the employment relationship;
  • All non-competes must be “reviewed” with the employee at least once every 5 years after execution, although it is unclear what this “review” must consist of;
  • The non-compete must be supported by a garden leave clause or other mutually agreed upon consideration — although unlike the House’s version, which required a garden leave provision whereby an employee would receive 50% of his or her annualized salary or other agreed upon consideration (without dictating what the consideration must be), the Senate’s version requires the garden leave and/or other consideration to be equal to or greater than 100% of the employee’s highest annualized earnings within the prior 2 year period (note that earnings can be substantially greater than salary);
  • In addition to the numerous categories of employees that cannot be bound by non-competes under the House’s approved bill, the Senate’s version also prohibits enforcement of non-competes against employees “whose average weekly earnings . . . are less than 2 times the average weekly wage in the commonwealth” (based on the latest figures published by the United States Department of Labor, that would mean that employees making less than approximately $118,000 could not be bound by non-competes);
  • The Senate’s bill would reinstate the provision in the original bill that a court could not judicially reform an overbroad non-compete — a major departure from the current state of the law in Massachusetts (and an about-face from the House’s compromise);
  • The bill would also prohibit a court from relying on the “inevitable disclosure” doctrine to supplement non-competes or render an otherwise unenforceable agreement enforceable;
  • The bill would prohibit any provision that would penalize an employee from defending against or challenging the enforceability of a non-compete agreement (in other words, attorneys’ fees provisions);
  • Finally, Senator Mark Montigny of the Senate’s Committee on Rules has recommended that the bill be declared an “emergency law” — which would mean that if passed, it would go into effect immediately, rather than on October 1.

As previously noted, the current legislative session ends on July 31, so legislators will need to move quickly if this version is to pass. While we noted in our last post that the atmosphere in the Commonwealth seemed favorable to passage of the House’s version, we anticipate that the local business community will strongly voice its opposition to this latest draft.

We will keep you updated as we approach the end of this year’s legislative session…

Upcoming Webinar: International Non-Compete Law Update

Posted in International, Trade Secrets

WebinarOn Thursday, July 28, at 12:00 p.m. Central, Seyfarth attorney Dominic Hodson will present “International Non-Compete Law Update,” the eighth installment in Seyfarth’s 2016 Trade Secrets Webinar series.

Mr. Hodson will focus on non-compete considerations from an international perspective. Specifically, the webinar will involve a discussion of recent developments, and a refresher in general principals, in non-compete issues around the globe. This webinar will provide valuable insight for companies who compete in the global economy and must navigate the legal landscape in these countries to ensure protection of their trade secrets and confidential information, including via the effective use of non-compete and non-disclosure agreements.

*CLE Credit for this webinar has been awarded in the following states: CA, IL, NJ and NY. CLE Credit is pending for GA, TX and VA. Please note that in order to receive full credit for attending this webinar, the registrant must be present for the entire session.

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Webinar Recap! Enforcing Trade Secret and Non-Compete Provisions in Franchise Agreements

Posted in Non-Compete Enforceability, Practice & Procedure, Restrictive Covenants, Trade Secrets

shutterstock_394290406As a thank you to our valued readers, we are pleased to announce the webinar “Enforcing Non-Compete Provisions in Franchise Agreements” is now available as a podcast and webinar recording.

In Seyfarth’s seventh installment in its series of Trade Secrets Webinars,  Seyfarth attorneys John Skelton, James Yu and Dawn Mertineit focused on the importance of State specific non-compete laws and legislation and recent Federal and State efforts to regulate the use of non-compete agreements; enforcement considerations for the Franchisee when on-boarding and terminating employees; and lessons learned from recent decision regarding enforcing non-compete provisions upon termination and non-renewal.

As a conclusion to this well-received webinar, here are three key takeaway points:

  • As reflected by the May 5, 2016 White House report (Non-Compete Agreements: Analysis of the Usage, Potential Issues, and State Responses), state and federal non-compete legislative proposals and recent enforcement action by the Illinois Attorney General challenging the use of non-compete agreements for lower level employees, Franchisors and Franchisees need to anticipate more regulation and scrutiny.
  • With respect to their own employees, Franchisors and Franchisees need to develop and implement on-Boarding, termination and other procedures designed to ensure that both departing and prospective employees understand their ongoing obligations with respect to the company’s confidential and proprietary information and trade secrets and that such information is protected throughout the employment relationship.
  • The enforceability of non-compete provisions are most often litigated in the context of a request for a preliminary injunction and several recent decisions confirm that to enforce a non-compete against a departing franchisee the franchisor (1) should be able to show harm to actual competition; (2) needs to act promptly and that enforcement delays likely means that any alleged harm is not irreparable; and (3) should develop and implement a post-termination plan beyond simply sending a notice of termination as the franchisor will need to present evidence of actual harm.

Update: Massachusetts House of Representatives Edits and Unanimously Approves Non-Compete Bill in an Attempt to Make Progress Before End of Legislative Session

Posted in Legislation, Non-Compete Enforceability, Trade Secrets

shutterstock_150999275

As we previously reported, Massachusetts is making yet another go at non-compete reform, as the Joint Committee on Labor & Workforce Development introduced a compromise bill at the end of May that has many in the Commonwealth talking.  As we noted, there were several provisions that gave some commentators pause, including most notably a garden leave provision that would require employers to pay former employees bound by non-compete agreements 50% of their highest annualized salary over the last 2 years of employment for the restricted period.

House leaders have recently made edits to the bill that might provide some comfort to employers who rely on non-compete agreements and were wary of the bill’s provisions.  First, the revised bill would allow an employer to agree to “other mutually-agreed upon consideration” as an alternative to garden leave, provided such consideration is specified in the agreement.  This change has already made some in the business community more comfortable with the bill; for example, the Greater Boston Chamber of Commerce’s CEO, Jim Rooney, acknowledged that “it’s better than what we were working with.”

The revised bill would also maintain the status quo by allowing judges in the Commonwealth to reform non-competes that they deem overbroad (for example, by replacing a 100-mile geographic scope with a 50-mile one), which is a significant departure from the bill’s original text, which would have forced judges to invalidate such agreements even if they were largely enforceable, but only slightly overreaching.  The original “red pencil” text, like the garden leave provision, was quite concerning to many in the business community, so this change will likely comfort many employers.

Additionally, an amendment revised the jurisdictional provision of the bill, and now provides that all civil actions relating to employee non-compete agreements be brought in either the county where the employee resides, or Suffolk county (where such actions would be brought in the Business Litigation Session) — although this still leaves some confusion as to whether a claim relating to a non-compete agreement could be brought in federal court.  If not, the bill might lead to claim-splitting where an employer seeks to assert a Defend Trade Secrets Act claim.  Finally, the revised bill would only apply to agreements entered into on or after October 1, 2016, allowing employers with additional time to revamp their agreements.

Yesterday, the House voted unanimously to approve the revised bill, sending it to the Senate, which will consider the legislation after July 4th.  That said, despite the improvements noted above, there are still many provisions in the bill that might give employers heartburn; as we mentioned in our last post, among other things, the bill eliminates “continued employment” as sufficient consideration for such agreements, and prohibits non-competes across-the-board for certain categories of employees, including most notably those classified as non-exempt under the Fair Labor Standards Act.

It remains to be seen whether legislators will continue to revise the bill to address these (and other) concerns.  However, given that the Senate voted unanimously to ban non-competes outright fairly recently, we anticipate that the bill will meet with considerable success in the Senate.

Finally, even assuming the bill passes, it’s still unclear whether Governor Baker will sign or veto it, given that his administration has not strongly signaled one way or the other how he views the pending legislation.  That said, in the face of the unanimous vote in the House (and potential for a unanimous vote in the Senate), Governor Baker may be hard-pressed to justify a veto.

As always, we will keep you updated on this topic, so stay tuned!

Seyfarth’s Trade Secrets Group Earns Top Tier Ranking from Legal 500

Posted in Trade Secrets

Top_tier_firmsThe 2016 edition of The Legal 500 United States recommends Seyfarth Shaw’s Trade Secrets group as one of the best in the country. Nationally, for the first time, our Trade Secrets practice earned Top Tier.

Based on feedback from corporate counsel, two Seyfarth partners, Michael D. Wexler and Robert B. Milligan were recommended in the editorial.

The Legal 500 United States is an independent guide providing comprehensive coverage on legal services and is widely referenced for its definitive judgment of law firm capabilities. The Legal 500 United States Awards 2016 is a new concept in recognizing and rewarding the best in-house and private practice teams and individuals over the past 12 months. The awards are given to the elite legal practitioners, based on comprehensive research into the U.S. legal market.

Webinar Recap! The Defend Trade Secrets Act: What Employers Should Know Now

Posted in Legislation, Trade Secrets

shutterstock_149599301We are pleased to announce the webinar “The Defend Trade Secrets Act: What Employers Should Know Now” is now available as a podcast and webinar recording.

In Seyfarth’s sixth installment, attorneys Robert Milligan, Daniel Hart and Amy Abeloff, described the key features of the Defend Trade Secrets Act (“DTSA”) and compared its key provisions to the state Uniform Trade Secrets Act (“UTSA”) adopted in many states. They also provided practical tips and strategies concerning the pursuit and defense of trade secret cases in light of the DTSA, the handling of employment relations, and provided some predictions concerning the future of trade secret litigation.

As a conclusion to this well-received webinar, we compiled a summary of three takeaways that were discussed during the webinar:

  • The DTSA was passed  after many failed attempts to pass trade secret legislation allowing for a federal cause of action for misappropriation. The bill was passed with overwhelming bipartisan, bicameral support, as well as backing from many significant companies in several business sectors.  The DTSA now allows trade secret owners to sue in federal court for trade secret misappropriation, and seek remedies heretofore unavailable, including an ex parte seizure order.
  • The DTSA contains an immunity provision that protects individuals from criminal or civil liability for disclosing a trade secret if such disclosure is made in confidence to a government official or attorney, indirectly or directly.  The provision applies to those reporting violations of law or who file lawsuits alleging employer retaliation for reporting a suspected violation of law, subject to certain specifications (i.e., trade secret information to be used in a retaliation case must be filed under seal). The DTSA places an affirmative duty on employers to give employees notice of this provision in “any contract or agreement with an employee that governs the use of a trade secret or other confidential information” that is entered into or updated after May 11, 2016. Employers that do not comply with this requirement lose the ability to recoup exemplary damages or attorney fees in an action brought under the DTSA.
  • Though the passage of the DTSA creates a new federal cause of action for trade secret misappropriation, the passage does not render state law and state causes of action irrelevant or unimportant. The UTSA is still an available cause of action in 48 states, and state law still plays a vital role in drafting non-disclosure and non-competition agreements. Additionally, under the DTSA, employers may be able to seek injunctive relief against former employees in the event of misappropriation, but such injunctive restrictions must comport with relevant state law.

Join us Tuesday, June 21 at 12:00 p.m. Central, for our next webinar, “Enforcing Trade Secret and Non-Compete Provisions in Franchise Agreements.” To register, click here.

Court Upholds Non-Compete Giving Former Employer Discretion To Determine Whether Ex-Employee Is Working For A Competitor

Posted in Non-Compete Enforceability, Restrictive Covenants

shutterstock_208182985A severance agreement executed in connection with a Stark Truss employee’s resignation included a one-year non-competition clause.  It allowed the company unfettered discretion to decide if his new employer was a competitor and, if so, to terminate his severance.  The ex-employee took another job and sued Stark Truss in an Ohio court, seeking a declaration that he was entitled to 100% of his severance.  The trial court’s judgment for Stark Truss was affirmed on appeal.  Saunier v. Stark Truss Co., Case No. 2015CA00202 (Ohio App., May 23, 2016).

The parties.  Stark Truss is an Ohio manufacturer and distributor of wood and steel components used in building construction.  Saunier, a 35-year employee, was the company’s asset manager.  Immediately after his separation from Stark Truss, Saunier accepted a similar position, nearby, with Carter Lumber.

Stark Truss’ “sole discretion”.  Under the severance agreement, Start Truss had “sole discretion” to denominate Saunier’s subsequent employer a “Competitor.”  The definition of “Competitor” was a business located within 100 miles of Stark Truss and “substantially similar” to that company.  Saunier was required to provide the company with detailed information concerning his new employment.  If Saunier affiliated with a “Competitor” within one year from his separation date, he forfeited further severance payments.  Stark Truss determined that Carter Lumber was a “Competitor.”

Ruling on appeal.  The Court of Appeals noted that both parties were represented by counsel in negotiating the Severance Agreement.  Consistent with several Ohio judicial decisions involving a “sole discretion” contract provision in other contexts, the appellate tribunal determined that the clause was unambiguous and was valid.

The court did not address the issue of whether Stark Truss’ “sole discretion” was without limitations.  Perhaps the judges concluded that the company’s determination was within the bounds of sound judgment and, therefore, it was reasonable.  Nor did the judges say whether the same ruling would have been issued to a “sole discretion” provision in a traditional employment contract non-compete rather than a severance agreement.

Takeaways.  The Saunier appellate court held that, under the circumstances there, an employer may reserve to itself the unilateral right to decide whether an employee has violated a non-compete.  Is such “sole discretion” unqualified?  Probably not.

There are very few reported decisions mentioning, much less adjudicating, the limits of a “sole discretion” contract provision in a non-compete context.

  • One opinion that refers to a “sole discretion” provision within a non-compete agreement is SkyHawke Technologies LLC v. Unemployment Commission, 27 A.3d 1050, 1052-53 (Pa. Commonwealth Court 2011).  However, the court did not address the provision’s validity.  There, an individual had a contract to provide services to a company.  He was permitted to furnish similar services to others, but he could be fired if the company determined, in its “sole discretion,” that his performance of those similar services was not in its best interests.  The company apparently made such a determination and terminated the contract.  The litigation concerned (a) the individual’s claim that he had been an employee and was entitled to unemployment compensation, and (b) the company’s counter that he had been an independent contractor to whom no such compensation was owed.  The court ruled in favor of the company but without significant discussion of the “sole discretion” provision.
  • A case holding that “sole discretion” sometimes is unlimited is Sunshine Gas. Distributors, Inc. v. Biscayne Enterprises, Inc., 39 So.3d 978 (Fla. App. 2014).  Each party to a lease had “sole discretion” to decide whether or not to renew.  The jurists stated that imposing a duty of “good faith and fair dealing” with respect to a contract containing what they called a “binary choice” would frustrate, rather than protect, the parties’ interests.  39 So.3d at 980 n.1.
  • However, an older Florida Appellate Court decision, Cox v. CSX Intermodal, Inc., 732 So.2d 1092, 1097-98 (1979), explained when a “good faith and fair dealing” requirement should be imputed with respect to an exercise of “sole discretion.”  In the jurists’ view, if a “broad range of authority is reposed in one party” to a contract, “the reasonable expectations” of the parties may need to be protected from an arbitrary discretionary decision.  So, if the parties seem to have anticipated that community standards of honesty, decency and reasonableness would be applied, “good faith and fair dealing” is required.  Although the Cox lawsuit did not involve a non-compete, the same principles might well be applied to an employer exercising “sole discretion” to decide whether an ex- employee is engaging in prohibited competition.

 

Texas Supreme Court: Company Representative May Be Excluded from Trade Secret Hearing

Posted in Practice & Procedure, Trade Secrets

shutterstock_180803939In a clash between two major oil companies, the Texas Supreme Court ruled May 20, 2016 that the recently enacted Texas Uniform Trade Secrets Act (“TUTSA”) allows the trial court discretion to exclude a company representative from portions of a temporary injunction hearing involving trade secret information.  The Court further held a party has no absolute constitutional due-process right to have a designated representative present at the hearing.

A former employee of M-I L.L.C. (“M-I”), a Schlumberger subsidiary, left to work for National Oilfield Varco (NOV) in early 2014.  The employee then filed suit against NOV in April 2014, seeking a declaratory judgment on his non-compete agreement.  M-I counterclaimed for breach of contract and misappropriation of trade secrets and further sued NOV as a defendant.

At a temporary injunction where M-I sought to present evidence through oral testimony of its purported trade secrets, M-I asked the trial court to exclude from the courtroom NOV’s designated representative.  The trial court categorically denied this request, concluding that it would be a denial of due process to prohibit the representative from attending.  The Court of Appeals then denied M-I’s writ of mandamus.

The Texas Supreme Court held, however, that the trial court failed to conduct the necessary due-process analysis balancing NOV’s right to have its representative attend the hearing and  M-I’s right to protect its trade secrets from someone who could have been a competitive decision-maker at NOV.  Specifically, the Court held that the balancing test required the trial court to determine, e.g.,

  • the degree of competitive harm M-I would have suffered from the dissemination of its alleged trade secrets to NOV’s representative; and
  • the degree to which NOV’s defense of M-I’s claims would be impaired by the representative’s exclusion.

This analysis may ultimately result in permitting NOV’s representative to attend the hearing, the Court stated, but the failure of the trial court to conduct any such analysis constituted an abuse of discretion.

The Court further concluded that TUTSA allows a trial court to exclude a company representative from portions of the hearing where trade secrets are being discussed.  Specifically, the Court held the provision of the statute allowing for “in camera hearings” should be interpreted as proceedings where a party or its representatives may be excluded, such as the injunction hearing at issue. Tex. Civ. Prac. & Rem. Code §134A.006.  This interpretation, the Court concluded, was appropriate because “it best gives effect to [TUTSA’s] directive to take reasonable measures to protect trade secrets, and its express authorization for protective orders with provisions ‘limiting access to confidential information to only the attorneys and their experts.’”

Interestingly, the Court also noted that when conducting the balancing due-process test regarding NOV’s corporate representative, the trial court must consider that “even when acting in good faith, [the representative] could not resist acting on what he may learn.”  In support of this position, the Court cited to a federal case from the Court of Appeals for the D.C. Circuit which held that “it is very hard for the human mind to compartmentalize and selectively suppress information once learned, no matter how well-intentioned the effort may be to do so.”  FTC v. Exxon Corp., 636 F.2d 1336, 1350 (D.C. Cir. 1980).  This analysis appears to lend support to interpreting TUTSA to adopting in some form the “inevitable disclosure” doctrine, which has not been otherwise officially recognized in Texas.  This doctrine generally holds that a former employer is entitled to enjoin a former employee if the new employment would result in “inevitable disclosure” of confidential information.[1]

TUTSA became effective in Texas on September 1, 2013.

[1] See, e.g., Harell, Alex, Is Anything Inevitable?  The Impending Clash between the Inevitable Disclosure Doctrine and the Covenants Not to Compete Act, 76 Tex. B.J. 757 (2013).

Upcoming Webinar: Enforcing Trade Secret and Non-Compete Provisions in Franchise Agreements

Posted in Non-Compete Enforceability, Practice & Procedure, Restrictive Covenants, Trade Secrets

WebinarOn Tuesday, June 21, 2016 at 12:00 p.m. Central, Seyfarth attorneys, John Skelton, James Yu and Dawn Mertineit will present the seventh installment of the 2016 Trade Secrets Webinar series. This program will focus on protecting a franchisor’s trade secrets, confidential information, and goodwill through the use of covenants against competition.

The Seyfarth panel will specifically address the following topics:

  • The scope of protectable interests (for both the Franchisor and the Franchisee) in the franchise relationship and with respect to the franchise operating system.
  • Enforcement considerations for the franchisee when onboarding and terminating employees and for the franchisor with respect to terminated or withdrawing franchisees.
  • State non-compete laws and legislation and other state specific nuances.
  • Enforcing in-term and post-term non-compete provisions in the franchise context.
  • Lessons to be learned from recent non-compete decisions.

Our panel of attorneys have significant experience advising franchise, dealer, and distributor clients on protecting their brands, trade secrets, and other intellectual property, including litigating trade secret cases, drafting protection agreements, and conducting trade secret audits.

*CLE Credit for this webinar has been awarded in the following states: CA, IL, NJ and NY. CLE Credit is pending for GA, TX and VA. Please note that in order to receive full credit for attending this webinar, the registrant must be present for the entire session.

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If you have any questions, please contact events@seyfarth.com.