Non-Disclosure Agreements & confidentiality agreements

Non-Disclosure Agreements & Confidentiality Agreements

Why Should I Sign A Release That Keeps Me from Talking About The Company?

In the modern workplace, it is not uncommon for companies to require employees to sign a release or non-disclosure agreement (NDA) that restricts them from discussing certain aspects of their employment or the company itself. 

These agreements are designed to protect sensitive information and maintain the confidentiality of proprietary knowledge. We will explore the reasons why signing a release that restricts you from discussing the company may be necessary and beneficial.

What Are Non-Disclosure Agreements

A non-disclosure agreement, commonly known as an NDA, is a legal contract between parties that establishes the need to keep certain confidential information private. NDAs are particularly relevant in industries where trade secrets, client lists, financial information, or proprietary technology are involved. By signing an NDA, employees commit to not disclosing or discussing specific information outside the scope of their employment without authorization.

These agreements provide a legal framework for protecting sensitive information and are enforceable under the law. NDAs serve as a powerful tool for businesses to maintain a competitive edge by safeguarding their proprietary knowledge and ensuring it remains within the organization.

Preserving trade secrets is one of the primary benefits of NDAs. Trade secrets include valuable information that is not widely known or easily accessible to the public, giving the company a competitive advantage. This can include manufacturing processes, formulas, marketing strategies, or customer data. 

By requiring employees to sign NDAs, businesses can prevent the unauthorized disclosure of these trade secrets to competitors, ensuring the protection of their unique expertise.

While NDAs are essential for protecting sensitive information, it is important to note that they do not grant companies absolute power. The law acknowledges individuals’ rights to express their opinions and engage in protected speech. NDAs cannot prevent employees from reporting illegal activities, harassment, or workplace misconduct. Therefore, the drafting of an NDA must carefully balance the protection of legitimate business interests with upholding the rights of individuals.

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Protecting Proprietary and Confidential Information

One of the primary reasons why employers require employees to sign releases restricting them from discussing the company is to safeguard proprietary and confidential information. This includes trade secrets, client lists, marketing strategies, financial data, and other sensitive details that provide a competitive advantage. The Ontario Courts have recognized the importance of protecting such information, and the enforceability of well-drafted NDAs. To maintain a fair business environment, NDAs must be reasonable in scope, duration, and geographical limitations.

NDAs play a crucial role in protecting client and customer information. Industries like finance, healthcare, and technology deal with sensitive personal data, making strict confidentiality vital. By establishing a legal obligation for employees to maintain privacy and prevent unauthorized disclosure or misuse of such information, NDAs can allow companies to comply with privacy regulations and build trust with clients and customers who expect confidentiality.

Additionally, NDAs contribute to safeguarding a company’s reputation. In our interconnected world, any unauthorized disclosure or negative comments can have widespread consequences. By restricting employees from making public statements or disclosures that could harm the company’s reputation, NDAs protect the brand image, maintain stakeholder trust, and mitigate potential legal repercussions. Companies can effectively manage discussions by confining them to authorized channels and internal communications.

For employees, a litigation lawyer can advise them regarding the meaning of the NDA before they sign and make sure the provisions do not go beyond their intended purpose.

For employers, a litigation lawyer can help your business have a well-drafted NDA to protect its interests.

Preserving Reputation and Avoiding Defamation Claims

Signing a release that restricts one from speaking about the company can also help protect the company’s reputation and prevent potential defamation claims. Defamation refers to false statements made about an individual or entity that harm their reputation. If an employee makes false and damaging statements about their employer or the company, it can lead to legal consequences.

In Ontario, the Libel and Slander Act provides a legal framework for defamation claims. By signing a release, employees agree not to make derogatory or false statements that could harm the company’s reputation. It is important to note that NDAs cannot be used to prevent individuals from reporting unlawful or unethical conduct to appropriate authorities, and such provisions may likely be unenforceable.


While the idea of signing a confidentiality agreement that restricts one from discussing the company may initially raise concerns about freedom of speech, it is important to recognize the valid reasons behind such agreements. Protecting proprietary information, preserving a company’s reputation, and maintaining a competitive advantage are essential for businesses to thrive in today’s landscape.

In Ontario, the law recognizes the importance of confidentiality and trade secret protection. Non-disclosure agreements and releases play a vital role in safeguarding sensitive information, preventing defamation, and maintaining trust within organizations.

It is crucial for both employers and employees to understand the terms and limitations of any release or NDA before signing. Seeking legal advice can help ensure that the agreement is reasonable, enforceable, and respects the rights and obligations of both parties.

By signing a confidentiality agreement or release that restricts discussions about the company, individuals contribute to a culture of trust, protect valuable assets, and help maintain a fair and competitive business environment.

Disclaimer: This article provides general information and should not be construed as legal advice. For specific legal advice related to NDAs and releases, please consult a qualified legal professional in Ontario.

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If you are an employer or an employee needing assistance, our team of experienced workplace lawyers at Achkar Law can help.

Contact us by phone toll-free at +1 (866) 553-2024 or email us at [email protected], and we will be happy to assist.

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