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April, 2010
cactus 1.2
Margrave Celmins, P.C.
8171 E. Indian Bend Rd., #101
Scottsdale, Arizona 85250
Welcome to our newsletter, The Conference Room.  This is our first issue, and we may adjust content, length and frequency in the future.  We hope to provide you with inciteful and useful information on a four-to-six-week basis about legal points of interest and our firm. If you have any thoughts to share, please email Patty Copeland at  And if you see something a friend or business associate might find useful, please feel free to forward this newsletter to them.  As you can see from our privacy policy below, you may rely upon us to keep all email contact information confidential.  We thank you for your continued interest in our firm, and we look forward to providing beneficial material to you.

Mike Margrave
Margrave Celmins, P.C.

In many businesses, the most important assets can be included in two categories: intellectual property and trained personnel.  Businesses spend years and millions of dollars developing confidential and proprietary procedures, formulas, customer and vendor lists, and other types of proprietary information, and can spend years training employees.  These same employees are routinely exposed to customer and vendor lists, proprietary policies and procedures, trade secrets and other information that could be devastating should it fall into the hands of competitors. Additionally, employees are routinely given training that takes years and costs hundreds of thousands of dollars, and these employees are given access to and develop relationships with the clients and vendors of the company.


Fortunately, through the use of appropriate employment agreements, it is possible for a company to protect itself from these threats, or at least significantly limit the risks associated therewith.

RestrictiveCovenantsGenRestrictive Covenants Generally
It is possible for companies to protect themselves through the use of special employment contractual provisions known as "restrictive covenants."  A restrictive covenant is a provision within an employment contract whereby the employee agrees not to do certain things damaging to his or her employer during the course of employment or after the employment relationship has terminated.  Restrictive covenants include the following types: (i) confidentiality and non-disclosure provisions, (ii) non-solicitation provisions, and (iii) covenants not to compete. 


Confidentiality Provisions
While the law will, in the absence of confidentiality provisions, protect confidential and trade secret information from unlawful dissemination, determining exactly what constitutes information subject to protection and what procedures govern its protection can be a highly expensive and uncertain practice, rendering litigation far more lengthy and expensive. Having confidentiality provisions in place that outline what information constitutes the intellectual property and trade secrets of the company and the processes governing their protection will make the enforcement of those rights much easier and more cost-effective.  Of course, carefully addressing these issues prior to the threat of dissemination makes such dissemination less likely, through the implied threat of contract litigation.
Non-Solicitation Provisions

Customer and employer relationships are often the primary asset of a company, and, in the absence of non-solicitation restrictions, there is often little a company can do to prevent a former employee from luring customers or employees to the new employer.  Fortunately, this concern can be largely addressed through the use of non-solicitation provisions.  Generally speaking, non-solicitation provisions prevent an employee or former employee from directly or indirectly luring customers, certain prospective customers, and employees during the time of employment and for a specified length of time after the employment relationship ceases.  These types of provisions are subject to technical requirements that vary widely from state to state, so it is important to obtain legal counsel before putting them before employees for signature to ensure a court will not find them unenforceable should litigation or the threat thereof become necessary.

Covenants Not to Compete

Finally, it may be possible to entirely prevent former employees from competing against the former employer.  While courts generally do not favor the enforcement of covenants not to compete, if the company can demonstrate a legitimate need requiring their protection, and if the provisions are "reasonable" in both geographic scope and in the length of time a former employee will be prohibited from competing, former employees can be prevented from competing with the former employers and using their knowledge and contacts against them.  The enforceability of covenants not to compete will generally be viewed by the courts on a case-by-case basis, and whether or not they will be enforced depends upon a detailed analysis of the particular facts and circumstances in question.  As with non-solicitation provisions, the laws governing the enforceability of covenants not to compete vary dramatically from state to state, and it is important to obtain qualified legal counsel when drafting and presenting such provisions for signature.  That said, if drafted appropriately and conservatively, it is likely a court will find these provisions enforceable, which will give a company an extremely powerful tool in protecting its trade secrets, proprietary information, and customer and employee relationships.


There are few businesses that would not benefit from the implementation of restrictive covenants.  And, considering the relatively low costs associated with drafting and implementing these types of agreements, it would be shortsighted for companies requiring protection not to avail themselves of these tools.


Michael L. Kitchen ( practices in the areas of contract and employment litigation, and focuses a large portion of his practice on the drafting and enforcement of restrictive covenants.


Are Restrictive Covenants Necesssary?
New Shareholder Named
About Our Law Firm
Our Privacy Policy

There are valid business reasons for crafting employer protections with key employees
Attorney Spotlight



We pleased to announce that Michael L. Kitchen has been named a shareholder in the firm.  Michael joined the firm in 2004.  


"We are pleased to announce the promotion of an exceptional

attorney on our team," President Michael Margrave said.  "Michael is a talented attorney who is dedicated to client service and providing excellent client value.  Congratulations on this milestone."


Michael is a member of the litigation group and practices in areas of commercial, real estate, employment and contract litigation.  


Congratulations are also extended on the newest addition to Michael's family: son Henry Michael.

About Our Law Firm 
Margrave Celmins is a member of LawPact, which is an association of independent, business-oriented law firms in the U.S. and overseas.  Currently, there are 49 member firms.  This is a terrific resource for clients who have legal matters in other states and abroad.  There are 25 states and 15 countries represented by members firms throughout Europe and in Canada, Mexico, Brazil, Argentina and India.
Margrave Celmins, P.C.
8171 E. Indian Bend Rd., #101
Scottsdale, Arizona 85250
Margrave Celmins, P.C.
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This newsletter is for informational purposes only.  Legal advice is provided only throrugh a formal attorney/client relationship.