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Creating the Legal Duty of Confidentiali... > Creating the Legal Duty of Confident... - Pg. 136

A Primer on Intellectual Property · Third parties, including independent contractors, licensees, investors, and others Employees 136 Employees are the bricks in your information perimeter wall, so your defense should start there. While all employees have an implied duty at law to protect your confidential information, this implied duty should always be made explicit and explained to the employee with an NDA. Note CAUTION It is equally important to protect yourcompany against an employee's illegally importing trade secrets from previous employers. When recruiting a newemployee from a competitor, take alook at the situation: does it seem possible that your competitor could construe the hire as an effort to access itstrade secrets? Did you conduct anactual search, or was this the only candidate looked at for the position? Note TIP Your recruit should sign an agreement that he will not be revealingany of his employer's proprietaryinformation throughout the hiringprocess and the employmentagreement should contain a representation and warranty by theemployee that he will not beusing or bringing any intellectualproperty or proprietary information to the new position. Agreements Every employee and contractor (including cleaning services) should sign a confidentiality/non-dis- closure agreement (NDA) promising not to disclose or make unauthorized use of trade secrets and to take actions to prevent disclosure or unauthorized use (See Chapter 4 for a sample NDA).