Non-Disclosure Agreements, the Uniform Trade Secret Act, and the Newly Enacted Defend Trade Secret Act of 2016


In the business world non-disclosure agreements are used to ensure the protection of valuable information that is not readily known to the public. These Non-Disclosure Agreements can have different names, such as confidentiality agreement, secrecy agreement, proprietary information agreement or other names. The agreements are essentially an enforceable contract to protect information from being shared or used for an unintended illegitimate purpose.

Perhaps this is not as widely known, but regardless of whether there is a signed Non-Disclosure Agreement, the Uniform Trade Secrets Act (UTSA) prohibits a person from wrongfully disseminating trade secret information. In other words, even if a … Read the rest

Term and Termination


As business and business litigation attorneys our office has reviewed numerous written sales representative agreements. One of the most common questions asked by our clients is, “How can we protect ourselves in our written agreement?”

Some clients are only concerned about the post-termination provision. This provision dictates how long a representative will get paid commission after the termination of the agreement. In the OEM industry, the widely held post-termination commission provision is for the representative to be paid life of part/life of program commissions. While post-termination commissions is without question one of the most important provisions in a written agreement, … Read the rest

Arbitration Provisions In Domestic Contracts


photoThe art of negotiating a contract between a principal and an independent manufacturers’ representative is wholly dependent upon the deal being made. There are several important provisions contained in written agreements between a principal and a manufacturers’ rep, and each provision must be carefully considered.

One often misunderstood provision is the inclusion of an agreement to arbitration in lieu of using the court system to resolve disputes. Parties may incorrectly believe that arbitration is an inexpensive way to resolve matters and are often unaware that arbitration can be equally time-intensive. Unless the parties agree otherwise, in arbitration, the ability to … Read the rest