Trade Secrets and Know How Agreements

Agreements with employees and subcontractors should include contractual terms to encourage those who have access to know-how and trade secrets to maintain confidentiality. However, the protection of confidential business information as a trade secret has some concrete drawbacks, especially if the information meets the criteria for patentability: this document contains trade secrets or confidential information in the company`s possession. Access to and use of this information is strictly limited and controlled by the Company. This document may not be copied, distributed or otherwise disclosed outside of the Company`s facilities, unless appropriate precautions are in place to maintain the confidentiality of this Agreement and may not be used in a manner not expressly authorized by the Company. A company develops a manufacturing process for its products that allows it to produce its products more profitably. Such a process gives the company a competitive edge over its competitors. The company concerned can therefore value its know-how as a trade secret and does not want competitors to know about it. It ensures that only a limited number of people know the secret and that those who know it are informed that it is confidential. By dealing with third parties or licensing its know-how, the Company signs confidentiality agreements to ensure that all parties are aware that secret information cannot be disclosed. The company should also take appropriate measures to keep the know-how secret, for example.B. the introduction of conditional access and security measures and the establishment of internal procedures for the systematic control and monitoring of trade secret information. In such circumstances, the misappropriation of information by a competitor or by third parties would be considered a violation of the company`s trade secrets. However, such measures will only be effective if products cannot easily be “reverse engineered” by competitors.

In order to protect trade secrets, appropriate measures must be taken to maintain their secrecy. We work closely with companies to formulate policies and practices and organize training to prevent the misuse of proprietary information. We also assist you in drafting strong non-disclosure and confidentiality agreements, as well as licensing or trade secret sales agreements. In general, the protection of trade secrets gives holders the right to prevent information legally under their control from being disclosed, acquired or used by others without their consent, in a manner contrary to honest business practices. As there is often no specific trade secret law, it is difficult to give a definition of the things that can be protected as trade secrets. Trade secret protection has been successfully claimed for formulas, manufacturing know-how, information compilations (e.B. customer lists), offer prices, computer programs and technical designs. Even physical devices, unlike mere information, can theoretically be protected as trade secrets. In addition, the patent application procedure can take several years. In areas where technology is changing rapidly and product development times are short, the immediate availability of trade secret protection can be attractive. On the other hand, in areas where technology is evolving slowly or where long-term protection is desired, the potentially unlimited term of protection of the trade secret right may be advantageous compared to twenty years` patent protection.

Trade secrets have recently become a more popular form of intellectual property protection for several reasons. These include the pervasiveness of trade secrets and their wide range of eligible items, the uncertainty inherent in the patent application process and the reluctance to disclose one`s own “secret sauce”, the possibility of permanent protection under the Trade Secrets Act and the existence of stricter trade secret laws, such as the federal cause of action under the DTA. Representation of a European chemical company in an action for the misappropriation of trade secrets in the production process of a synthetic chemical. With a non-disclosure agreement, the owner of a trade secret can share information with third parties without compromising the confidentiality of the information. The DTSA grants companies a private right of action if their secrets are stolen. However, one of the critical elements in almost all cases of trade secret is whether the company has taken “reasonable measures” to protect the information. There is no clear test of what constitutes “reasonable measures”. Instead, companies must weigh factors such as the cost and effort of obtaining the information, the value of the information, the degree of competition in the market, and the perceived ease of reverse engineering. All trade secrets are confidential information, but business information that may not reach the level of a trade secret may also be considered confidential within the company. This includes all physical documents or objects marked as confidential, categories of documents and objects marked as confidential, physical areas marked as confidential, procedures, processes and methods, computer programs and any other information, object, location, etc.

that the Company wishes to treat as confidential by any means. An important prerequisite for the protection of trade secrets is that the information offers an economic advantage over competitors because it is kept secret. The value, for example, of the secret of the formula for Coca-Cola is obvious: if others know this formula, they can make the same soft drink, which would affect Coca-Cola`s position in the market. The Company should have the right to amend these agreements from time to time. As a condition of continued engagement and in order to reduce uncertainty regarding the Contractor`s obligations at any given time, the Corporation should require Contractors to perform the Company`s current Contractor Agreement. The permissible scope and applicability of these agreements vary from State to State. Other examples of information that can be protected by trade secrets include financial information, formulas and recipes, and source codes. If such speech or material relates to the subject matter of a joint venture between the company and another company or contains information that may be considered property by another company, the officer of the company or the designated employee having authority over those trade secrets should seek legal advice regarding the disclosure of such information. Trade secrets are a key component of IP portfolios that help companies protect their secret formulas, expertise and other important information that gives them a competitive advantage.

Companies are sometimes unaware that know-how and trade secrets are a form of intellectual property that must be protected. All officers, managers, directors and supervisors of the Company must ensure that the following security measures are in place and, where applicable, followed with respect to all trade secrets. Any questions about the security measures that should be applied in certain circumstances, how to track and apply these security measures, and how to deal with violations of these security measures should be directed to a lawyer. Embezzlement can occur when a confidential relationship is breached. If someone receives information under the NDA and then shares that information with others, they are violating the NDA and is therefore guilty of misappropriation of trade secret information. However, a breach of confidentiality can occur even if no confidentiality agreement has been signed. Only workers who need to know a trade secret in order to perform their professional duties may have access to that trade secret. .