• Limiting distribution of the confidential information to those employees who need to use it in
order to perform their jobs only giving excerpts or certain aspects rather than the whole
• Marking the materials as confidential
• Numbering the copies that are distributed
• Tracking circulation and return of confidential information that may be “checked out” from a
controlled location
• Password-protected computer access that restricts the information released according to need
• Deletion and destruction policies
• Informative training sessions reminding employees of the policies
• Exit interviews and/or post-employment correspondence
• Prohibitive language in contracts with vendors who have access to any of your business secrets.
explain why the confidentiality obligation extends
beyond the last date of employment with the company
and also advise the consequences of unauthorized use
or disclosure. For companies whose employees access
confidential information via computer, an addendum or
separate security policy respecting computer usage and
restrictions on transmitting, printing, or downloading
confidential information should be signed by all
employees who have th at access.
A signed confidentiality policy, in and of itself, is not
enough to protect confidential business information.
The company needs to continually demonstrate its
protection of confidential information. Ways of doing
so include:
While this list is not exhaustive, and not all of these
measures need to be employed, if litigation should be
necessary a judge or jury will ultimately determine if
the company took “reasonable” measures to protect the
information that it deemed confidential in order to be
afforded trade secret protection under applicable law.
The law is clear that what is reasonable for a small
“mom-and-pop” business is not adequate to protect
the confidential information of large companies. This
necessarily means that as your business succeeds, you
will have to consider more protective measures along
its growth path.
Another way to protect your company’s confidential
information is to impose a non-competition and/or
non-solicitation agreement upon employees who have
access to confidential information. This area of the
law is specialized - you really need to hire counsel
with years of experience in it to avoid drafting traps
for the unwary. These agreements cannot be cut-and-
paste from forms because the language must be tailored
identification of your secrets, the “life cycle” of those
secrets, and the scope of activity you need to prohibit
RBELAW.com
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