Can Confidentiality Agreement covers that employee cannot discuss with another Terms & Conditions?

Yes it is the case with organizations and companies who feel their company information is highly classified. For secrecy purposes these companies contractually bound employees not to disclose company information. On breach of contract or agreement employers hold the right to fire the employee. The confidentiality Agreement outlines the terms and conditions required by the employee to keep information presented during the employment period confidential. The agreement will outline what issues or information cannot be shared by the employee. This is to protect the company and the confidential data the employee may be working with. In this age of fast paced business fraternity, knowledge base is considered to be the strongpoint of any organization. Clearly if one organization serves to be the benchmark in its field, other organizations would try to steal their management and trade secrets to cut down on its research cost. In general, these employment contracts are used to restrict employees from competing with the employer after their employment comes to an end.
In Australia, there are two categories of enforceable and protectable interests

• Goodwill, including customer
• And staff relationships; and confidential information.

In Australia courts generally enforce restraint of trade clauses provided they are reasonable to protect the employer's legitimate business interest. Rulings are based on the reasonable points pertaining to information which holds the status of classified as per employer interests. The reasonableness of classified information is likely to be examined on a case-by-case basis.

What exactly can be termed as confidential information?
Following are the key points elaborating confidential information of an employer

• Technical information concerning company's products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;
• information concerning company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;
• Information concerning company's employees, including salaries, strengths, weaknesses and skills;
• Information submitted by company's customers, suppliers, employees, consultants or co-venture partners with company for study, evaluation or use; and
• Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect company's business.

What does Australian law maintain about it?
Australian law distinguishes between trade secrets of a business and the general knowledge/skills gained by an employee during employment i.e. "know-how”. True "trade secret" is afforded protection under the law and must never be disclosed by an employee.
Employee "know-how” gained during the course of job can be protected through the use of an express confidentiality provision in an employment contract. For maximum protection, employers should refrain from trying to differentiate between trade secrets and "know-how," and instead should exhaustively define the protectable, "confidential" information within the terms of the employment contract.

If restraint clauses are not included in employee contract then how employer is protected

Good faith and fidelity
If employer fails to include a restraint clause in the employee's contract, Australian law’s mechanism to protect a company's confidential information is the employee's implied duty of good faith and fidelity. This duty applies on employee while he/she is working for the company, and requires from him not to act in a manner which is detrimental to the interests of the employer. For example, an employee may breach the duty of good faith and fidelity by copying companies list of distributors and buyers.
Equitable duty of confidence
Through equitable duty of confidence employers here in Australian employer can secure their information. To enforce this obligation, the employer must demonstrate the following elements:

• Confidential information is specifically identifiable.
• Confidential information has the quality of confidence about it and is not common/public knowledge;
• Confidential information was imparted in circumstances giving rise to the duty of confidence.
• Misuse or threatened misuse of the confidential information without the former employer's consent.

 It is important for employers to note that while the duty of confidence certainly is a useful method for protecting information, it is by no means inclusive. Rather, it generally relates to the misuse of trade secrets or highly confidential information. Accordingly, the best method for protecting a company's confidential information is to err on the side of caution and include an enforceable confidentiality provision in each contract of employment.

When Employee's employment with Company ends, for whatever reason, Employee will promptly deliver to Company all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. Employee will also return to Company all equipment, files, software programs and other personal property belonging to Company.

Confidentiality agreement
A confidentiality agreement or non disclosure agreement is a legally binding agreement. Confidentiality agreements are typically used between two or more parties during conceptual or developmental stages of an idea or business concept. Once signed it enables the parties to speak freely about a project or idea. Purpose of this agreement is to provide confidence to the information holder to disclose it without fear that the other party may copy it, disclose it to a third party or try to sell it to someone. If someone does this, they can sue for breach of contract and if successful are entitled to damages. The parties to a confidentiality agreement are ‘the disclosing party’ and ‘the receiving party

Examples of when this confidentiality agreement might be used include:

• You are disclosing an idea or piece of information
• You are showing someone a work of art or a prototype design
• You are revealing a new process that will be valuable to the other party
• You are showing someone how something works (like showing the source code of software)
• You are looking for feedback on your ideas
• You wish to show someone an idea for a book, film or play
• You wish to show a manufacturer or developer your work

Confidentiality agreement features and contents
 Written confidentiality agreements provide documentation or evidence of the receiving party's understanding of the confidential nature of the information received. The receiving party's obligation to maintain the confidentiality of the confidential information is clearly expressed. A written contract allows the disclosing party to define crucial terms and more effectively control the way the information is used. Having the contract in writing is proof of what was agreed to and may help prevent misunderstandings later on. Following are the main components of this agreement.

• Either or both parties can be individuals or businesses
• Can be used to protect defined information, or generally
• The subject and nature of the information being kept confidential can be anything
• Information should not be disclosed to the competitors.

The paragraphs in the agreement include:

• Interpretation
• Definition of the confidential information: can be as broad or specific as you like
• Excluded information
• Non-disclosure
• Security of disclosed information: how information must be kept and stored
• Ownership and warranty
• Disclosure required by law
• Undertakings not to steal customers and staff
• Other legal provisions to protect your interests