## Facts

- Brian Morin worked for Milliken & Company as a research physicist beginning in 1995, conducting fiber and yarn research.
- As a condition of employment, Morin signed an “Associate Agreement” containing (1) a confidentiality clause and (2) an invention-assignment clause.
- The confidentiality clause covered “competitively sensitive” information important to and kept confidential by Milliken, learned through employment, and restricted use or disclosure for three years after employment ended (absent authorization or job-related necessity).
- The invention-assignment clause required Morin to assign to Milliken specified inventions and ideas that related to Milliken’s business, actual or anticipated research and development, or resulted from Morin’s work or use of Milliken resources; it applied to inventions conceived during employment or within one year after termination.
- Morin left Milliken in May 2004, formed a new company soon thereafter, and filed a patent application in November 2004 for fiber technology similar to work pursued while at Milliken.
- Milliken alleged Morin used Milliken’s proprietary information and that the post-employment invention fell within the assignment clause.

## Issues

1. Whether the Associate Agreement’s confidentiality provision was overbroad and therefore unenforceable as a matter of law.
2. Whether the Associate Agreement’s invention-assignment provision was overbroad and therefore unenforceable as a matter of law.
3. Whether these provisions should be treated as de facto noncompetition restrictions requiring stricter scrutiny.

## Decision

- The Supreme Court of South Carolina held both the confidentiality and invention-assignment provisions were not overbroad as a matter of law.
- The court affirmed the judgment for Milliken, as modified, leaving the jury’s verdict enforcing both provisions intact.
- The court rejected the argument that the clauses functioned as noncompetition covenants because they did not bar Morin from working or competing generally, but regulated use of confidential information and ownership of certain inventions.

## Legal Principles

- Confidentiality agreements are generally enforceable when limited to competitively sensitive information connected to legitimate employer interests and bounded by a reasonable duration.
- Invention-assignment clauses are generally enforceable when restricted to inventions tied to the employer’s business, actual or anticipated research, or use of employer resources, and when limited to a reasonable time period (including a short post-employment window).
- Clauses protecting confidential information and allocating ownership of employer-related inventions are distinct from noncompetition covenants and are assessed for reasonable scope and linkage to legitimate interests rather than territorial or occupational prohibitions.

## Conclusion

South Carolina’s high court upheld targeted confidentiality and invention-assignment provisions that were limited by competitive sensitivity, subject-matter connection to the employer’s business and research, and finite post-employment time limits, concluding they were enforceable and not facially overbroad.


Milliken & Co. v. Morin, 731 S.E.2d 288 (S.C. 2012)