New confidentiality agreement / deed

[DeeBee]

Hello

I have been with my current employer for 7 years and when i joined, I signed a confidentiality agreement. I have recently been issued a new one; which is a deed as opposed to a contract and it seems much more onerous. The effective date of this deed should I sign it, is when I started my employment 7 years ago.

My employer has stated that I can consult a lawyer, but my own expense. The legal jargon used is rather difficult to get to grips with.

I am not keen to sign a deed that is backdated as I have no wish to be held accountable for something that could have happened in the past. So at the very least, I'm going to request that the effective date is altered to today's date.

What I'm basically asking is: do have to sign this and what could happen if I refuse?

Thanks!

[R0b]

Re: New confidentiality agreement / deed

Hi,
Have you asked them the reason why the confidentiality agreement is for a deed and why it is to be backdated? Sounds as if the previous confidentiality agreement has expired to me.

Difficult to give you any help without seeing both confidentiality agreements, its also unusual for a confidentiality agreement to be signed as a deed rather than just a simple agreement, perhaps because it is one way may be the reason why they want it as a deed, but still unusual in the UK to do that.

[DeeBee]

Re: New confidentiality agreement / deed

Hi,

The previous agreement is literally 1 paragraph in my employment contract and it is still in force.

The deed is about 6 pages long. Their reasoning for doing is is that "some employee non disclosure agreements are several years old and no longer meet the requirements of the business". It is a deed because it needs to be backdated and if I sign, there needs to be a witness.

[R0b]

Re: New confidentiality agreement / deed

Guess it all depends on what you want to do really, and depends what your employment contract says. If your contract is silent on confidentiality and no obligation for you to sign it then you could in theory refuse to do so, and you have already signed a previous NDA - if it is a poorly drafted NDA that is not your problem.

The issue you might have is that your employer may put undue pressure on you or cause you problems with your job. If they insist on you signing or say you have no option they are effectively amending your employment terms and would require a new contract to do so, otherwise could risk being liable for constructive/unfair dismissal.

The retrospective deed will only be applicable to you if you have breached those terms contained in the deed since your employment. IF you haven't then it wouldn't have any effect on you but you should certainly have the deed start effective from today and not retrospective. You also need to be aware that the limitation period on a deed is 12 years as opposed to the usual 6 years on a simple contract. Therefore they have 12 years to bring a claim against you if you breach those terms.

Are you in any kind of senior role e.g. a management role of sorts where you are exposed to confidential information?

[Openlaw15]

Re: New confidentiality agreement / deed

Hello

I have been with my current employer for 7 years and when i joined, I signed a confidentiality agreement. I have recently been issued a new one; which is a deed as opposed to a contract and it seems much more onerous. The effective date of this deed should I sign it, is when I started my employment 7 years ago.

My employer has stated that I can consult a lawyer, but my own expense. The legal jargon used is rather difficult to get to grips with.

I am not keen to sign a deed that is backdated as I have no wish to be held accountable for something that could have happened in the past. So at the very least, I'm going to request that the effective date is altered to today's date.

What I'm basically asking is: do have to sign this and what could happen if I refuse?

Thanks!

The key question is if you disclosed the information would it hurt your employer or harm their business. There is apparently no straight forward answer to your question except it just depends on the actual facts. If the employer terminates your contract because you don't sign it, you could potentially take them to a tribunal or court to let the law interpret the information.

Can you copy and paste at least some of the words of the confidentiality clause...ie not what is being protected from disclose but how the statement is worded. You could also tell us in general what area said clause affects rather than being specific.