JULY 2016



Joseph K. Koury, Esq., Co-Chair of OWM Law’s Business Law Practice Group, is a business and estate planning lawyer whose clients benefit from his advanced law degree in taxation and his experience, which includes a two-year clerkship with a respected trial judge. Mr. Koury regularly drafts and reviews business and estate planning agreements and documents for the personal and corporate clients whom he serves, clients which vary from the mom and pop store down the street to the more sophisticated business enterprise. Mr. Koury regularly assists and advises clients with business formation, business planning and succession planning. His clients gain value from his insights on taxation in their business and estate planning endeavors, enabling them to make better-informed decisions. Mr. Koury is active in the communities which OWM Law serves, and he holds leadership positions on the Boards of various local nonprofit organizations.

Phone: 610-323-2800
Fax: 610-323-2845
Email: jkkoury@owmlaw.com

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The material in this publication was created as of the date set forth above and is based on laws, court decisions, administrative rulings and congressional materials that existed at that time, and should not be construed as legal advice or legal opinions on specific facts. The information in this publication is not intended to create, and the transmission and receipt of it does not constitute, a lawyer-client relationship.

A Primer on Non-Disclosure (Confidentiality) Agreements

A Non-Disclosure Agreement (“NDA”), or Confidentiality Agreement, is a legal contract between two or more parties that outlines confidential material, knowledge or information that the parties wish to share, but to which they want to restrict access.  The NDA can be unilateral (involving two (2) parties where only one (1) anticipates disclosing confidential information to the other), bilateral (involving two (2) parties that wish to disclose confidential material each to the other), or multilateral (involving three (3) or more parties where one (1) or more anticipates disclosing confidential information to the others).  Essentially, an NDA protects non-public information for the benefit of the party disclosing the non-public information.

Information commonly covered by an NDA might include client information, sales and marketing plans, manufacturing processes.  Typical situations for use of an NDA include the following:

  • Allowing employees access to confidential and proprietary information during the course of their job (usually unilateral);
  • Sharing financial, marketing and other information with a prospective buyer of your business (bilateral);
  • Receiving services from a company which may need access to sensitive information in providing those services (usually unilateral); and
  • Showing a new product or technology to a prospective buyer or licensee (may be multilateral).

Because they are contracts, issues recommended to be addressed in a typical NDA include establishment of who is subject to the agreement; what is confidential under the agreement (such as trade secrets); the length of time for which the prohibition on disclosure applies; exclusions from what must be kept confidential; and the obligations of the parties once the confidentiality period has expired, e.g., return of the confidential information in whatever medium stored.

Common exclusions from confidentiality obligations include the following:

  • Information demonstrably already known to the recipient;
  • Information already publicly known;
  • Information independently developed by the recipient without use of the confidential information;
  • Information disclosed to the recipient by another party who has no duty of confidentiality; and
  • Disclosure required by subpoena or court order, in which case the NDA typically will require the receiving party to give the disclosing party prompt noticeof the same.

If you would care to discuss the above in detail, please call me at 610-323-2800 or email me at jkkoury@owmlaw.com. Also, please watch OWM's July 2016 Legal Talk program regarding Non-Disclosure Agreements on our website here.


Update on Restrictive Covenants (Covenants Not to Compete)

On May 5, 2016, the White House issued a report entitled “Non-Compete Agreements: Analysis of the Usage, Potential Issues, and State Responses.” In the report, the Obama Administration instructed executive departments and agencies to “propose new ways of promoting competition and providing consumers and workers with information they need to make informed choices, in an effort to improve competitive markets and empower consumers’ and workers’ voices across the country.” The report also cites the March 2016 report from the United States Department of the Treasury entitled “Non-compete Contracts: Economic Effects and Policy Implications.” Both reports conclude that non-compete agreements can play an important role in protecting businesses and encourage employers to invest in training for their employees, while also noting that non-competes may impose substantial costs on workers, consumers, and the economy.


Upcoming Events

David A. Megay, Esq., speaking at Chester County Night School Seminar at Owen J. Roberts High School, Room 124, Pottstown, PA, on 09/28/16 from 6:30-8:30 p.m. entitled “Buying and Selling Real Estate in PA,” and on 10/26/16 from 6:30-8:30 p.m. entitled "Starting and Operating Your Own Business" (contact Chester County Night School at 610-692-1964 or online at www.chestercountynightschool.org).

Watch Legal Talk, brought to you by OWM, on PCTV, Tuesdays at 8:30 on Channel 28, and Thursdays at 9:30 p.m. on Channel 98, or on our website here.

Read Legal Ease every first and third Sunday in the Pottstown Mercury.

O'Donnell,Weiss & Mattei, P.C.

41 E. High Street
Pottstown, PA 19464
Fax: 610-323-2845

347 Bridge Street, Suite 200
Phoenixville, PA 19460
Fax: 610-917-9348