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116 Nw. U. L. Rev. 817 (2021-2022)
Business Information and Nondisclosure Agreements: A Public Policy Framework

handle is hein.journals/illlr116 and id is 835 raw text is: Copyright 2021 by Rex N. Alley Printed in U.S.A. Vol. 116, No. 3 Notes BUSINESS INFORMATION AND NONDISCLOSURE AGREEMENTS: A PUBLIC POLICY FRAMEWORK Rex N. Alley ABSTRACT-Trade secret law, as codified in the Uniform Trade Secrets Act, gives businesses in nearly every U.S. jurisdiction a uniform, clearly defined right to protect secret and valuable business information from misappropriation. But how can businesses protect information that, while potentially useful, falls short of the legal definition of a trade secret? Businesses often require their employees to sign nondisclosure agreements (NDAs) to protect this category of information, which this Note refers to as confidential business information or CBI. These CBI NDAs are often drafted so broadly that, read literally, they would encompass every piece of information an employee learns at her job. There is cause for concern that these CBI NDAs could have anticompetitive effects and that enforcing them may conflict with the fundamental purposes of trade secret law. This Note systematically surveys existing law surrounding CBI NDA enforcement and develops a judicial framework for determining when such CBI NDAs should be enforceable. AUTHOR-Executive Editor, Northwestern University Law Review, Volume 116; J.D. Candidate, Northwestern Pritzker School of Law, 2022; B.A., University of Southern California, 2019. Warmest thanks to Professor Bruce A. Markell, a wonderful teacher and mentor without whom this piece would not have been possible. Thanks also to the staff of the Northwestern University Law Review for their feedback and encouragement. This Note is dedicated to Kimberly Sheehan, to my parents, Mark and Amy, and to my sisters, Georgia and Ruby, in acknowledgment of their endless support. The views expressed in this piece are mine alone. 817