BBC Capital

Work Ethic

Shhhh! The fine line between secrets and information

About the author

Chana is a journalist based in New York City, writing about business, finance, and workplace life. She has written for The Wall Street Journal and spent more than a decade at Forbes, including three years as a Tokyo-based foreign correspondent.

Interviewing with a competitor is can be tricky (iStock)

Interviewing with a competitor is can be tricky (iStock)

Q: I’m planning to leave my manufacturing job to seek other options within the industry. What are the legal and ethical implications of joining a competing company, if I have signed a confidentiality agreement?

A:  Confidentiality agreements that you sign with your employer are designed to keep the company’s information secret. You’re agreeing to not tell anyone about what you learn on the job, including how their processes run, who their customers are and anything else that’s not in their public filings.

You have no choice but to abide by the agreements, or face penalties and potential lawsuits. Typically these agreements make clear that anything you did while employed by the company and using company time or equipment belongs to your company, said Jane Sadowsky, who retired as a senior managing director at investment bank Evercore Partners in New York City and now runs a consulting firm, Gardener Advisory.

This includes anything you produced while sitting at your desk or in your office building, but it also can cover intellectual property you created while at home, using a company-issued computer or smartphone, or connecting via a company-owned network. (Thought you were keeping your ideas safe by using an outside email program like Gmail or Yahoo Mail on your work computer? Sorry, no.)

Even if you used a personal email account on your home computer to produce something career related, that intellectual property could be owned by your company if you crafted those emails while on company time or if your firm paid for your home network access. 

Most agreements also include some areas where you and your employer could disagree. “One (of several) grey areas is ownership of client contact information, particularly if the employee shared his or her existing client contacts when he or she joined the company,” Sadowsky said.

What your agreement does not preclude is getting another job within your industry. It’s perfectly ethical to work for a company and later transfer your loyalty and effort to a competitor. “The very word ‘career’ (versus ‘job’) indicates an ongoing progression in terms of one’s professional capabilities and achievements, which one may or may not be able to realise at a single company,” Sadowsky said.

You’re ethically justified in looking for a new job if you feel your trajectory is stalled within your current firm, or you can’t get the pay rise you think you deserve or you just want a new set of challenges. If you conduct yourself in an ethical manner — meaning that you don’t reveal any trade secrets or confidential information to competitors as you interview, or once you accept another job — you are not doing anything wrong.

As you interview with competitors, bear in mind what you are and are not allowed to say. Unless your confidentiality agreement says otherwise, its existence is usually not confidential itself. That means you’re permitted to tell interviewers that you can’t talk about certain things because you’re bound by such an agreement, Sadowsky said.

The interview questions should tell you plenty about the new company’s plans for you — and their corporate values. Questions about your skills and experience are fair game, as are questions designed to determine whether you would fit well with the company’s culture.

“If, on the other hand, they probe for particulars on, for example, your current employer’s manufacturing processes, systems, operations, or approach to key customers (or who the key customers are), this should raise flags that you are being viewed as less of a industry expert and more of an expert on your existing employer,” Sadowsky says. A company that actively tries to bring in new employees who will spill the secrets of their last position is likely to be a company that will use those secrets in the marketplace. That’s unethical, and probably illegal, so consider how you feel about working at such a place.

How have you managed intellectual property when you’ve moved to a competitor’s firm? Share your experience on BBC Capital’s Facebook page.  

Work Ethic is a twice-monthly column on BBC Capital in which we consider the ethical and interpersonal dilemmas that workers face around the world. We welcome knotty questions from readers atworkethic@bbc.com.