Re: Non-disclosure agreements

> When Andrew Beckerman-Rodau said that "ideas by themselves are not
> protectable," he was right as concerns copyright law. Nevertheless, as
> a matter of private contract between the two parties there is no reason
> why a nondisclosure agreement wouldn't be enforceable, subject to
> antitrust laws, which I doubt would apply in this situation.
>
> Vance R. Koven
> Attorney at Law
> Boston, MA
> <koven[_at_]umbsky.cc.umb.edu>

     This is only partially correct unless you give a broad interpretation to "antitrust laws". Contracts for non-disclosure like non-competition clauses are contracts in restraint of trade and are subject to very significant limitations as to reasonableness. For example, a nondisclosure agreement applied to information that is already in the public domain would not be enforceable. Certainly if there is a secret or reasonably secret idea, a nondisclosure agreement would be valid if limited as to time and reasonably necessary to protect a valid interest in the owner of the idea.

Harvey Perlman
Dean, University of Nebraska College of Law <hperlman[_at_]unlinfo.unl.edu> Received on Tue Mar 22 1994 - 02:18:35 GMT