“Confidentiality The contractual relationship between Dyson and yourself is founded in trust. At any time during or after the termination of your employment you agree not to disclose to any person or use for your own purposes other than those of the Company, any private, confidential or secret information specific to the business of the Company. Any breach of this trust by you, such as the unauthorised disclosure to a third party of confidential material relating to the business of the Company will result in disciplinary actions and/or civil proceedings to restrain you from disclosing or making use of the information without authority, or for damages if loss to the Company results from the unauthorised disclosure. Loyalty and other employment During the term of this agreement you shall use your reasonable endeavours to promote the interests of, and shall act in good faith in relation to, the Company. In addition you shall not (unless otherwise agreed by the Company) undertake any other business or profession or become an employee or agent of any other firm, company or other person. Obligations after employment Definitions used in this clause are set out in the Schedule to this Agreement. 1. You will not for the Restricted Period: (a) so as to compete with the Company or any Group Company, carry on or be engaged, concerned or interested in any Restricted Business; …. 4. Each of the restrictions above shall apply whether you act as principal or agent and whether alone or jointly, with or as a director, manager, partner, shareholder, employee or consultant of any other person, and whether you act directly or indirectly. 5. You agree that if any person approaches you in connection with offering you employment which is or potentially may be in competition with the Company or any Group Company then you will immediately inform the Company of that approach. In addition, you will disclose to any new potential employer before accepting such an offer of employment the extent of your notice period and the obligations after employment which you owe to the Company and any Group Company and will confirm to the Company that you have provided that notification.”
“The Staff Drive Motor Engineer reports into the Propulsion Team and will interact heavily with the Electromagnetic Design and Motor Control teams. He will be heavily involved in all design aspects of the electric motor mechanical design and participate in defining the optimal parameters for the electromagnetic design of the drive motor. Working with the manufacturing teams he will assist with vendor, material and assembly selection for creation of early and pre-production prototypes. The Drive Motor Engineer will be responsible for dynamic mechanical simulation of new and existing motor concepts, and perform combination of Electro-Magnetic and structural acoustic analysis to predict and optimize motor designs for [noise, vibration and harshness] and durability and assist the [Electromagnetic] design team to achieve the best overall design for [noise, vibration and harshness].”
“We ask that, if you have not already done so, you disclose to Tesla any and all agreements relating to your prior employment that may affect your eligibility to be employed by Tesla or limit the manner in which you may be employed. It is Tesla’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. We want to emphasize that we do not wish you to bring any confidential or proprietary materials of any former employer which would violate any obligations you may have to your former employer. You agree not to make any unauthorized disclosure to Tesla or use on behalf of Tesla any confidential information belonging to any of your former employers…You also warrant that you do not possess any property containing a third party’s confidential and proprietary information. Of course, during your employment with Tesla, you may make use of information generally known and used by persons with training and experience comparable to your own, and information which is common knowledge in the industry or is otherwise legally available in the public domain.”
“Q ….a very large part of the work during this period was that, wasn't it, it was gathering in information about competitors which was already in the public domain? A. Yes, so the job in those first couple of weeks was to let us take the technology that we have got and know about, put it together, let us assimilate it, predict it and compare it to competitors, and that is what we confirmed, that we predict a very big advance on what anybody else can do that we know of. Q. But this was all very much exploratory, wasn't it? A. In what sense? Q. In the sense of the stage of the project, it was very much exploratory. You were exploring all sorts of different options, weren't you? A. We were certainly exploring a number of options, yes. Q. Yes. And the actual specification itself wasn't fixed either, was it, those options in terms of the different spec was all very high level? This is, roughly speaking, the sort of thing that we would like to look at, let us examine the different parameters to get there? A. I think we started out with a top level spec, which did change to a certain extent, as you might expect, after we get the first round of simulation results through and after we have done more thinking on what would make a competitive product. So we were essentially thinking -- we had, I think, a good idea from – James Dyson and Pete Gammack had thought through in the months beforehand and once the team were on it, we could then do more work and get that first round of pretty good predictions, and therefore refine how we were going to pitch the product. … I think the most fundamental thing is we need to know that we have a business case and we can do something differently to competitors, and we have the technology that can do that. That is why we are going through this exercise of showing what we can do and therefore pitching it in a certain way in terms of that will be that vehicle type with a certain specification in terms of acceleration, range, that sort of thing with, you know, other ideas beyond motor and power systems, for example the heating and ventilation system. You know, we just need to show we have a strong enough concept, a strong enough idea that will justify us going forward and massively scaling the project.”
“Confidential information is one of Dyson’s most critical business assets. Innovation is the raison d’etre of the Dyson business; our overall strategy is to find new ways of looking at existing products and to develop new and novel products. Accordingly, confidentiality is central to what Dyson does. We rely upon confidential information for our research and development work, in particular and for the design and manufacture of our products, to keep ahead of our competitors and ensure the long-term success of the Dyson business. Moreover, much of Dyson’s research and development work is conducted over an extremely long time-frame. In extreme cases, a particular product might take more than a decade from initial idea to launch, and it is essential that we maintain commercial confidentiality at every stage of that process … we need to ensure that competitors do not discover our plans or products before we are ready to launch them in public…. Further, our approach involves an element of surprise. We enter markets that may be unconnected with previous markets we have developed. We arrive with an innovative product and capture consumers’ imagination before the competition can react. For this reason, knowledge of our intention to enter a new market is a key aspect of our confidential information.”
“Dyson takes the protection of confidential information exceptionally seriously. At a certain stage in the research and development process, parts of our design plans will be protected by patents. This will not be until research is well advanced, however, and often not until the product is close to launch – not least because patent applications will become public documents. For several years before that stage, and afterwards in relation to information which is not directly covered in a patent application, we are reliant on the contractual obligations to which our employees, contractors, suppliers and any third party collaborators are subject – and in the case of employees, we use and rely heavily upon both contractual non-disclosure obligations and non-competition restrictions which apply for a limited period following the termination of their employment. … If our confidential information was disclosed to competing businesses, particularly information in relation to a product at its most vulnerable stage, before launch and before any patent is granted, we might lose the value of many prior years of investment and work. The fact that such information is public might hinder or preclude Dyson’s application for a patent. A competitor which learned of our plans would have an opportunity to react to the product before Dyson’s launch, whether by creating a similar design or creating an alternative design that countered Dyson’s product.”
“Q. Yes, and in circumstances where you had identified at least a potential conflict of interest you decided yourself, to expand your role in the Project E work by not just doing torque speed work, but by doing the drive simulation work as well, correct? A. I think there are like two explanations to that. The first one is that there wasn't a lot more do about the torque peak curves that had probably reached, like, all of the results you could get from that, so it is like the really simple calculation sheet made for an electric bike, so I was like finished on that. The second thing is that it was very natural to move to something a bit more elaborative, like a constant acceleration, okay, a speed profile of the drive-cycle. I took the initiative to go further, but I wasn't seeking to go in the domain of, like, a calculation where I would have all of the information around me. That wasn't the purpose, that was a natural direction…. Q. You certainly didn't go to your manager and say that, "I have come to an end with the torque speed work, what would you like me to do?" A. I think I did actually mention it to Yu Chen, my line manager, as to which direction I should go to for, and I think initially I developed that as well to help Matte finish his things so I could develop his simulations. Q. It would be fair to say, wouldn't it, as a result as a result of taking on the drive simulation work as well, you got deeper into the project? A. Yes, I think, like, as time goes, you get deeper into the project, yes.”
“36. Thus, [the clause in issue] will be unlawful unless it is justified by [the employer] as being reasonable, in the interests both of the parties and of the public. In assessing reasonableness, there is essentially a three-stage process to be undertaken. 37. Firstly, the court must decide what the covenant means when properly construed. Secondly, the court will consider whether the former employers have shown on the evidence that they have legitimate business interests requiring protection in relation to the employee's employment…. 38. Thirdly, once the existence of legitimate protectable interests has been established, the covenant must be shown to be no wider than is reasonably necessary for the protection of those interests. Reasonable necessity is to be assessed from the perspective of reasonable persons in the position of the parties as at the date of the contract, having regard to the contractual provisions as a whole and to the factual matrix to which the contract would then realistically have been expected to apply. 39. Even if the covenant is held to be reasonable, the court will then finally decide whether, as a matter of discretion, the injunctive relief sought should in all the circumstances be granted, having regard, amongst other things, to its reasonableness as at the time of trial. 40. If a restrictive covenant applying after employment has terminated is held to be unreasonable, then it is void and unenforceable. The court cannot read down such a clause in an effort to render it reasonable and enforceable. In certain circumstances, however, if only a discrete phrase within a particular covenant is held to be unreasonable, individual words or phrases may be “blue-pencilled” or severed, provided that what is left makes independent sense without the need to modify the wording and that the sense of the contract is not changed….”
“1. Express or implied negative covenants will in general be enforced by injunction without proof of damage by the plaintiff. “2. The principle does not depend on whether the plaintiff is a person or a corporation. The ready availability of the remedy is not the consequence of equity's regard for the plaintiff's personal feelings but of equity's perception that it is unconscionable for the defendant to ignore his bargain. “3. Although absence of damage to the plaintiff is not in general a bar to relief, there may be exceptional cases where the granting of an injunction would be so prejudicial to a defendant and cause him such hardship that it would be unconscionable for the plaintiff to be given injunctive relief if he could not prove damage. In such cases an injunction will be refused and the plaintiff will be awarded nominal damages.”