In an unusual move for a newspaper, the recently sold San Diego Union-Tribune is requiring employees to sign a confidentiality agreement forbidding them from wooing current or former co-workers to a competitor.
The agreement appears to put a crimp in any employee’s plans to create or join a rival company — such as an online news site — and bring recent colleagues on board, even those without jobs.
The president of the newspaper industry’s leading labor union said he’s never seen such an “outrageous” restriction before, and a local professor said it will have a “chilling effect” on those who want to start competing businesses.
A U-T spokesman declined to comment.
Unlike other states, California doesn’t allow companies to prevent their employees from working for competitors. But the state does permit “non-solicitation” clauses like the one in the U-T agreement, said Ruben Garcia, an associate professor at California Western School of Law.
The two-page confidentiality agreement states: “I shall not solicit directly or indirectly, any person who is a SDUT employee or who has been employed by SDUT within the prior six (6) months for employment by, or any business relationship with, a competitor.”
The agreement says the restriction will be in place for two years after a worker’s employment ends.
The U-T is “asking a lot, especially in this climate,” said Bernie Lunzer, president of the Newspaper Guild. “I would expect it would make people very upset.”
The Newspaper Guild represented hundreds of employees at the U-T until 1998, when workers voted to kick out the union.
Garcia said the wording of the agreement is unusual because it forbids indirect solicitation. “I don’t know what it means to ‘indirectly’ solicit someone,” he said.
He added that non-solicitation clauses generally require that employees be given something in return for agreeing to them. The U-T confidentiality agreement states that the newspaper provides employment in return for signing the contract.
If the U-T asks an employee to sign the agreement while already working at the paper, the agreement states that “additional consideration, to be determined by the SDUT” will be provided.
In its legal sense, “consideration” refers to what a party to a contract gets in return for agreeing to its terms.
The confidentiality agreement apparently applies to both current employees and those who are being laid off.
Today is the last day of work for many of the 192 employees laid off by the U-T earlier this month, although they will be paid through July 6.
— RANDY DOTINGA
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