context: The only restrictive covenants in the Agreement are the non-disclosure and non-solicitation provisions of the Agreement, which are significantly less restrictive than a non-compete agreement, and this Court declines to treat them as the equivalent of the restraint on trade contemplated by section 16600 in the absence of Defendants being able to point to a case where a court has found that California has a fundamental policy, as defined by Massachusetts choice-of-law rules, against mere non-disclosure or non-solicitation clauses. Second, even if such clauses were included in the ambit of California's fundamental policy as a general matter, that fundamental policy does not extend to contractual clauses that are designed to protect an employer's trade secrets.
citation_a.signal: see also
citation_a.parenthetical: dis cussing Shipley and the trade secret exception in California policy
citation_a.sentence: Donnelley Corp., 62 Cal.2d 239, 242, 42 Cal.Rptr. 107, 398 P.2d 147 (1965) (Section 16600 “invalidates provisions in employment contracts prohibiting an employee from working for a competitor ... unless the[provisions] are necessary to protect the employer’s trade secrets”)); see also Roll Sys., 1998 WL 1785455, at *2 n. 1 (dis cussing Shipley and the trade secret exception in California policy).
citation_b.signal: no signal
citation_b.parenthetical: Section 16600 "invalidates provisions in employment contracts prohibiting an employee from working for a competitor ... unless the[provisions] are necessary to protect the employer's trade secrets"
citation_b.sentence: Donnelley Corp., 62 Cal.2d 239, 242, 42 Cal.Rptr. 107, 398 P.2d 147 (1965) (Section 16600 “invalidates provisions in employment contracts prohibiting an employee from working for a competitor ... unless the[provisions] are necessary to protect the employer’s trade secrets”)); see also Roll Sys., 1998 WL 1785455, at *2 n. 1 (dis cussing Shipley and the trade secret exception in California policy).