Hartford Business Journal

13 HARTFORDBUSINESS.COM | MAY 31, 2021 their former employer, soliciting its customers or using company information for their own purposes — are a constantly evolving field of law and can present challenges to companies, said Jonathan B. Orleans, chairman of the labor and employment law practice at Pullman & Comley. "It's definitely a constant, and I think perhaps as business in general gets more technologically oriented and technology dependent maybe there's been a little bit more of it," Orleans said. Employers should make policies around restrictive covenants transparent and consistent to prevent the theft of trade secrets, Orleans said. "You can't absolutely prevent it. What you can do is have clear and enforceable agreements so that you're in as strong a position as possible if some unscrupulous employee or former employee violates those agreements," Orleans said. Agreements with employees should be crafted with restraint in mind, he added. "Courts are not automatically inclined to enforce restrictive covenants because they're seen as restraints of trade that are arguably anticompetitive and that impede people's right to make a living," Orleans said. "If you're attempting to enforce one of these agreements, you have to convince a court that it's reasonable and necessary to protect some legitimate interest that you have as the former employer." Lawmakers have also taken aim at restrictive covenants this year in the state legislature, with one bill exempting workers who earn less than three times the minimum wage from non-compete agreements and curbing the terms of agreements for workers at higher wage levels. "Non-compete agreements provide protection for businesses from the loss of trade secrets, emerging technologies, client lists and other confidential and proprietary information," said Connecticut Business & Industry Association lobbyist Eric Gjede in testimony against the measure. As of press time, the legislation had been referred to the Judiciary Committee. Craft contracts with care Consult with attorneys and make sure any agreement with a worker doesn't overreach in relation to the employee's scope of work, time limit, and geographic limitations, Orleans said. Provisions like Signify Health CEO Kyle Armbrester For nearly 200 years, Liberty Bank has been behind companies that think big. We provide commercial loans, mortgages, and working capital lines of credit that can be tailored to meet your business's current needs and those in the future. Loans for $1,000,000 and up. Scan the QR code to call a Commercial Lending Offi cer today or visit liberty-bank.com/ct-commercial-lending to fi nd a local lender. Financing for Becker + Becker's Hotel Marcel in New Haven, CT (formerly Pirelli/Armstrong HQ) provided by Liberty Bank. Seven-fi gure business loans for million-dollar ideas. MEMBER FDIC EQUAL HOUSING LENDER Loans, lines of credit, owner-occupied and investment mortgages up to $50 million. All loans are subject to credit and underwriting approval. 21-LBB-0045_FY21_CL_HBJ_10x6.75_M1.indd 1 21-LBB-0045_FY21_CL_HBJ_10x6.75_M1.indd 1 5/24/21 5:35 PM 5/24/21 5:35 PM paying key employees to stay out of the workforce for a period of time between jobs — called "garden leave" in the U.K. — can also make workers less likely to challenge restrictions. Companies can use that time to safeguard secrets and protect customer relationships. Executive job switches can spark lawsuits even among industry giants: CVS Health sued Cigna in Rhode Island district court earlier this year over the defection of Timothy M. Brown, described in filings as a "highly compensated former regional Chief Medicare Officer." Smith left CVS Health subsidiary Aetna for competitor Cigna after helping his former employer develop its Medicare Advantage strategy for the 2022 plan year. Businesses are often willing to sue over cases like Smith's and Lanznar's because they fear further loss of trade secrets, Orleans said. "Companies, they're also trying to send a message to their other employees," Orleans said. "Any company that brings a lawsuit like this is on some level attempting to communicate to existing employees who might be thinking about doing the same thing: 'Stop and think. We're serious about this, we will come after you if you violate these covenants.' There's a message that's sent." CareCentrix's downtown Hartford headquarters at 20 Church St. PHOTO | COSTAR

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