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I applied for a job and received an offer. The offer letter and employee contract state

Please note that the details of your compensation are to remain strictly confidential.

and

Employee represents and agrees that he has received a copy of this Agreement to keep for his own records. Employee further agrees to maintain the confidentiality of and not disclose the terms and conditions contained in this Agreement, except as otherwise provided herein.

Since I would be moving to the US for the work, I would like to consult with friends and family. Does this mean it's illegal for me to show them the offer letter and terms of employment I received? I never agreed to keep these confidential.

Are such terms legally binding, even if you didn't sign anything? Does showing this to close friends or relatives constitute a breach?

  • 1
    Another question you might consider: does it mean that you cannot apply for credit? – phoog May 26 '17 at 13:46
  • I think it is more in "you have breached the terms of your contract so we may fire you without compensation". And, while not stated, I think it is meant so you cannot compare your salary with that of your coworkers. – SJuan76 May 26 '17 at 15:12
4

Some states (including California, Connecticut, Delaware, Illinois, Minnesota, New York and Oregon, per the website below) have recently passed legislation outlawing pay secrecy requirements. Check online to see if the state you will work in is among them. Also see http://www.npr.org/2014/04/13/301989789/pay-secrecy-policies-at-work-often-illegal-and-misunderstood and https://www.shrm.org/ResourcesAndTools/legal-and-compliance/state-and-local-updates/Pages/Proposed-State-Laws-Address-Pay-Secrecy.aspx

1

Lack of a signature doesn't mean anything: what matters is what the agreement is. If they've offered you a position subject to certain conditions and you have accepted, then you have a contract, which is enforceable. Accordingly, "except as otherwise provided herein" becomes rather important. For example, it would be important to determine if there is a clause that allows you to reveal that you are subject to a confidentiality clause: if not, your question constitutes a breach of contract. If someone asks you about your salary, you can't even reveal that you are obligated to not answer (unless it is permitted). However, this is probably not what the employers intended and instead they probably just want to prevent salary comparisons. To minor extent, this confidentiality clause is not legal, since you are required to report income to the federal government, but perhaps there is a clause that says "except as provided by law". The consequence of breach would no doubt be simply getting fired.

In light of the fact that there isn't yet a contract since you haven't accepted, you are not required to keep quiet about the salary, or anything else in the contract. It does raise an interesting question as to any obligation to reveal that you spilled the beans to someone before accepting (if you do accept). It would be reasonable to conclude that they absolutely do not want you talking about your employment relation so you should say that you discussed the contract with someone. But it would also be reasonable to conclude that their interest is in preventing employees from comparing salaries, and your purpose in talking about salary is something unrelated, so you would have no reason to think that the confidentiality clause is relevant to you until after you are an employee. This is a situation where you should actually hire an attorney to look at the contract and advise you based on the contract and state law.

  • Can you reveal that you can't reveal whether or not you are obligated? – PyRulez May 26 '17 at 21:38
  • That's how you'd have to handle it: people would make their inferences, and a contract can't govern inferences of other. – user6726 May 26 '17 at 21:45
  • That's not really what I'm asking. I'm asking is the confidentiality clause legally of the contract itself, legally binding, though I never expressly agreed to it? I mean if I pick up a random piece of paper off the ground and it says "confidential" would I be breaking a law or a contract by showing it to someone? – someqs May 28 '17 at 0:31
  • It depends on whether you agreed to their offer of a position – i.e. if you accepted the job offer. If so, you are bound by the terms (unless there is a specific state prohibition). You do not have to sign anything to have agreed. If you pick up a random piece of paper, you aren't agreeing to anything. Point is, if you take the job, you are agreeing to something, i.e. the terms that they set. – user6726 May 28 '17 at 0:40
  • @user6726 I have not accepted the offer yet. The whole point is e.g. I want to show my family what work I'm thinking of doing, so they can have input. – someqs May 28 '17 at 19:12
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"Please note that the details of your compensation are to remain strictly confidential."

That's in the offer letter. You haven't signed anything yet, therefore it is not legally binding. However, if you tell people about these details and that information finds its way back to the company, there is a good chance that they might not hire you, or that they fire you if you are already hired. I suspect that in many countries where you have some protection from being fired without a good reason, breach of this confidentiality would give the company that good reason.

So only discuss this offer only with people who can keep their mouth shut.

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