Trade Secret/Non-Disclosure/Non-Compete Agreements

In the modern knowledge economy, a company’s most valuable assets are often intangible. They are not found in a factory or a warehouse, but in the minds of its employees and the data on its servers. This intellectual capital—including proprietary formulas, customer lists, strategic plans, software code, and marketing strategies—is collectively known as “trade secrets.” To protect these crown jewels, companies rely on a legal arsenal of restrictive covenants: Non-Disclosure Agreements (NDAs), Non-Compete Agreements (NCAs), and Non-Solicitation Agreements (NSAs). While essential for business protection, these agreements can also be used to unfairly restrain an employee’s career mobility and earning potential. Mailly Law provides sophisticated, dual-sided representation in this complex and contentious field. We advise companies on how to erect ironclad legal fortresses to protect their intellectual property, and we defend executives and key employees against overreaching restrictions that threaten their livelihoods.

The stakes in this arena are immense and cut both ways. For a company, the theft or leakage of a single key trade secret can lead to catastrophic financial losses, a loss of competitive advantage, and even business failure. Proactive, robust legal protections are not a luxury; they are a necessity for survival and growth. For an employee, a poorly understood or overly broad non-compete agreement can be a career death sentence. It can prevent you from working for a competitor, starting your own business, or even accepting a promotion within your chosen industry for a significant period. The legal landscape governing these agreements is a complex patchwork of state laws, with courts often scrutinizing them for reasonableness. Navigating this landscape requires deep legal knowledge and strategic acumen.

Mailly Law’s practice is uniquely structured to provide expert counsel to both businesses and individuals, giving us a 360-degree perspective on these disputes.

For Our Corporate Clients: Proactive Protection and Aggressive Enforcement

Our goal is to help you safeguard your most valuable assets. We provide comprehensive counsel on:

• Drafting Enforceable Agreements: We don’t use boilerplate templates. We draft customized NDAs, NCAs, and NSAs that are tailored to your specific business needs and designed to be enforceable in the jurisdictions where you operate. We focus on “reasonableness”—the key to court approval—by carefully defining the scope of restricted activities, the geographic territory, and the duration of the restrictions.
• Trade Secret Audits: We help companies identify what their trade secrets actually are and implement robust internal policies to protect them. This includes data security protocols, employee training, and clear entrance and exit procedures for employees with access to sensitive information. Creating a “culture of confidentiality” is the first line of defense.
• Enforcement and Litigation: When a former employee violates an agreement or is suspected of trade secret misappropriation, swift action is critical. We are prepared to immediately seek temporary restraining orders (TROs) and preliminary injunctions from the court to prevent further harm. We then pursue aggressive litigation to recover damages and permanently enjoin the wrongful use of your confidential information.

For Our Executive & Employee Clients: Defending Your Right to Work

When you are presented with a restrictive covenant or accused of violating one, your career is on the line. We are your staunch defenders.

• Agreement Review and Negotiation: Before you sign any employment contract or exit agreement, we conduct a forensic review of its restrictive covenants. We explain the real-world implications of each clause and negotiate to limit their scope. We fight to reduce the duration, narrow the geographic reach, and carve out exceptions for activities that do not pose a legitimate competitive threat to your employer.
• Challenging Overly Broad Non-Competes: Many non-competes are, frankly, unenforceable. They are overly broad, punitive, and designed to intimidate rather than to protect a legitimate business interest. When you are ready to make a career move, we can provide a legal opinion on the enforceability of your existing agreement and advise you on a strategic path forward.
• Defense Against Litigation: If your former employer threatens or initiates a lawsuit against you, we provide a robust and aggressive defense. We will challenge the validity of the agreement, argue that your new role does not violate its terms, and fight back against baseless accusations of trade secret theft. Our goal is to achieve a swift resolution that allows you to move on with your career, whether through a negotiated settlement or by defeating the claims in court.

Whether you are a company seeking to protect your innovations or an executive seeking to preserve your career freedom, the law of trade secrets and restrictive covenants is a high-stakes battleground. Mailly Law provides the strategic insight and tenacious advocacy needed to prevail.