Proprietary Information and Executive Mobility
In an increasingly information-based economy populated with an ever more mobile and transitory workforce, the retention of key employees and the protection of proprietary information and other business assets have become essential to the long-term success of nearly every enterprise. Our Seattle lawyers have years of experience assisting employers in meeting these objectives, in both the boardroom and the court room.
Protecting confidential and proprietary business information, including trade secrets, requires thoughtful planning, a solid understanding of the substantive and the competitive advantage of the information at issue, and careful drafting of related policies, procedures and contracts. Properly crafted agreements and other writings can establish enforceable legal rights. They also may be necessary to breathe life into other potential rights provided by statute or common law. For example, as a general rule, under the Uniform Trade Secrets Act and its Washington counterpart, the Washington Trade Secret Act, information that otherwise meets the definition of a trade secret is protectable only to the extent that the employer has treated it as highly confidential through its own contracts, policies and procedures. In addition to understanding the applicable statutory and common law, our Seattle lawyers have significant expertise and experience in drafting necessary or advisable policies, procedures, and contracts, including employment agreements, work-for-hire contracts to protect copyright, trademark and patent rights, employment separation agreements, and covenants not to compete, solicit and/or hire. We also have significant experience enforcing them (or challenging them, as the case may be) in state and federal court. These latter efforts typically take the form of cease and desist letters, post-separation negotiations, and fast-tracked litigation involving expedited discovery and motions for temporary restraining orders, preliminary injunctions and other injunctive relief.
Executive Mobility and Compensation
For most employers, all of the issues and potential negative consequences associated with a highly movable workforce are magnified in the context of high-level executives. Both the terms of their retention and the restrictions on their post-separation activities are of particular importance. Their contract typically requires consideration of, and drafting related to, a wide range of unique and specialized subjects that need to be tailored so the employer's interests are compliant with applicable law. These include, for example, tax-deferred compensation, tax gross-up provisions, phantom stock, stock options, stock appreciation rights, restricted stock units, golden parachutes and single and double triggers in the context of change-in-control provisions, relocation expenses, signing bonuses, cost-of-living adjustments, sunset provisions, severance, and perquisites and their tax ramifications.