Expert Advice When You Need It Most
Posted almost 3 years ago. Applies to Florida, 1 helpful vote, 0 comments
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Identify Trade Secret InformationTrade secrets may include your business ideas, inventions, discoveries, marketing plans, customer lists and anything else that is not known within your industry, is not easily reverse engineered or independently developed, and that provides you with a competitive advantage. Before an invention is patented, it should be protected as a trade secret, for example. But trade secret information must be known to you and must be identified as trade secret, as confidential and as your own proprietary information to anyone having access to the information. 2
Obtain Nondisclosure AgreementsEmployees, consultants, manufacturers, distributors, investors, advisors and anyone else having access to your trade secrets should be required to sign a written agreement acknowledging the existence of your trade secrets and agreeing not to disclose your trade secrets to others not under an obligation to protect its confidentiality. Other limits may be placed on when and how information may be stored, copied, disclosed and destroyed to protect your valuable trade secrets from public disclosure. These limits on use and requirements for protection should at least include those reasonable measures taken to protect such information as is customary in your industry. 3
Obtain Rights in Improvements and Works of AuthorshipAnyone having access to your confidential information should agree in writing to assign any patents and copyrights in improvements and works of authorship arising or deriving from your confidential information. Otherwise, a third party might own patent rights and copyrights protecting the improvements or works of authorship, making it difficult to use and protect your trade secrets. 4
Instruct Employees on Protection of Trade SecretsOnly employees that have a need to know your trade secrets should have access, and access should be limited to the information necessary for the particular employee. Upon hiring a new employee, the scope of duties and responsibilities should defined and limited access to necessary confidential information should be granted. Control logs, registers, confidentiality markings and login warnings should consistently advise employees of the confidential nature of information being accessed by the employee. Employees should receive training about protection of trade secrets during initial employee training, should receive periodic refresher training and should have exit interviews prior to terminating employment. In order to protect trade secrets, there should be no confusion about what is and is not your confidential and proprietary information. 5
Protect Your NetworkReasonable measures must be taken to protect any network used to store and access trade secrets. In some industries it might be required to store such information only on a network not connected to the outside world. Under other circumstance, it might be sufficient to protect information through unique passwords and/or encryption of confidential information stored on a system accessible from the network. Under all circumstances, access to confidential information must be limited to those persons authorized to access it, and any unauthorized access must be taken seriously. Any breach of security must be either prevented or promptly remedied. 6
Clean HandsAnyone seeking to protect trade secret information should take care to independently develop confidential information. Stealing the trade secrets of others or accepting stolen trade secrets of others is unacceptable, if you want to protect your own trade secrets from similar theft. Institute policies to prevent theft of trade secrets of others by your employees and consultants. Don't allow employees and consultants to disclose third party trade secrets to you, and insist that anyone working with you live up to their agreements to protect third party trade secrets. If an employee or consultant discloses other's trade secrets to you, then you can expect the employee or consultant to do the same to you, when the employee or consultant moves on to the next employer or consultancy. 7
Segment Knowledge of Trade SecretIt is true that the fewer people who know the entire trade secret the better. If the trade secret is separable into distinct segments, then make sure that no single person, besides those having a essential need to know, have access to the entire trade secret. Instead, compartmentalize and segment the access to the trade secret. For example, a key ingredient, process or product can be prepared by a first group or subcontractor using a trade secret process, and the key ingredient, process or product may be used by another group or subcontrator in a way not known by the first group or subcontractor. In this way, none of the groups or subcontractors may possess the entire trade secret without misappropriation of your confidential know how. Additional ResourcesRelated Questions1 Attorney answers: 
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