Confidentiality agreements protect information that is not a trade secret and survive where non-competes do not.

Definition of confidential information. By category and with examples, covering information the employee creates as well as receives, and information of third parties held in confidence. Overbroad definitions covering all information the employee learns are narrowed or struck.

Carve-outs. Information that is or becomes public other than through breach, that the employee knew before employment, and that is independently developed.

Duration. Indefinite for trade secrets; a defined term for other confidential information, which improves enforceability.

Required notices. Statutory immunity notice for disclosure of trade secrets to government officials or to counsel in confidence for the purpose of reporting a suspected violation, and in a court filing under seal. Omitting this notice forfeits exemplary damages and fees in a later trade secret action.

Protected activity carve-outs. Nothing prohibits reporting to a government agency, participating in an investigation, or discussing wages and working conditions. Their absence has drawn enforcement.

Return of information on departure, including from personal devices and accounts.

Remedies. Injunctive relief acknowledged, and survival beyond employment stated expressly.