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A checklist for protecting your trade secret information
By Thadford Felton on February 9, 2016 at 10:21 AM

The following is a non-exhaustive checklist of steps that a business might take to protect information it considers to be a trade secret. While these steps will provide a good overview, it is highly recommended that any business consult with an attorney familiar with litigating trade secret matters to develop a robust plan to protect trade secrets that will work for your business.

These steps are not intended as being all-encompassing. In some circumstances they will be insufficient, and in other instances, they may be overkill. These steps are offered as guidance, and there are additional steps a business may consider taking to protect its trade secrets. However, it is hoped that this list will help businesses start a discussion on the topic and implement steps to protect trade secret information that is reasonable for their business and situation.

Determine What Is a Trade Secret

□ Identify the trade secret information

□ Specifically

□ By category

□ Identify where the trade secret information is located

□ Determine who has access to the trade secret information

□ Is the information only accessible internally?

□ Is the information accessible by third parties?

□ How is the information used in the business?

□ Create a document that specifically identifies the trade secrets, where the trade secrets are located and who has access to the trade secrets

Procedures and Policies -- Internal

□ Restrict access to the trade secret information

□ Undertake periodic audits to monitor and evaluate compliance

□ Mark and stamp documents containing trade secret information as “confidential”

□ Educate employees on what information is considered to be a trade secret

□ Devise document handling procedures for documents that contain trade secret information

□ Restrict access to documents containing trade secret information – give them need-to-know access

□ Devise sign-in/sign-out procedures to access documents that contain trade secret information

□ Documents containing trade secret information cannot leave the premises or certain areas of the premises

□ Provide periodic updates about the policies and the fact that compliance is monitored

□ Keep documents containing trade secret information separate from other business documents.

□ Train employees regarding document handling procedures for documents containing trade secret information

□ Implement procedures regarding removal of documents containing trade secret information from the premises

□ Reproduce only a limited number of documents that contain trade secret and confidential information

□ Enter into separate non-disclosure agreements with key employees and employees that have access to trade secret information

□ Ensure that the information that is considered to be a trade secret is separately identified as trade secret information.

□ Implement a procedure for tracking and destroying documents that contain trade secret information

□ Have a company-wide confidentiality policy and require all employees to acknowledge and sign the policy

□ Make sure the employee handbook provides that there is no expectation of privacy for employees

□ Use work for hire/development agreements with employees and independent contractors

□ Have a document retention policy

□ Have an email policy

□ Provide updates about the policies to all employees

□ Make all computers, laptops, tablets and smartphones company-owned

□ Obtain copyrights to protect important written materials and software

□ Obtain patents to protect inventions, business processes and software

□ Monitor compliance with procedures and policies and communicate concerning efforts to monitor compliance

Policies and Procedures – Departing Employees

□ Disable accounts and network access privileges of terminated and departing employees

□ Examine and/or copy employee’s laptop and other devices before departure

□ Conduct exit interviews of all employees

□ Obtain information about new employer

□ Obtain information about new position and responsibilities

□ Remind departing employee of need to inform new employer of non-disclosure agreement and obligations

□ Remind employee of obligations of confidentiality

□ Provide employee with copy of non-disclosure agreement

□ Obtain return of company documents and other company property

□ Have employee acknowledge in writing confidentiality obligations and return of company documents and property

□ Document the exit interview

Physical Security Measures

□ Require employee identification badges or cards where appropriate

□ Install visitor control systems – visitor badges – where appropriate

□ Keep drawers or areas containing confidential information separated and locked

□ Implement policies addressing the use of company information on employee personal devices

□ Implement computer security measures

□ Password protections for different levels of access

□ Require periodic password changes

□ Require multi-character passwords

□ Database/file restrictions

□ Secure laptops

□ Code trade secret data

□ Monitor use of portable storage devices

□ Remove external ports from computers

□ Control access to Internet

□ Forensic examination of departed employee’s computer

□ Copy hard drive of departed employee

□ Install computer surveillance measures/monitor computer use

□ Encrypt trade secret information

□ Appropriate virus and malware protections.

□ Ensure all discarded computer equipment is erased before disposal

□ Shred documents containing trade secret information

□ Establish physical barriers to prevent unauthorized viewing of trade secret processes

□ Post “no-trespassing” and/or “restricted area” signs

□ Institute overall plan physical security precautions

□ Fences

□ Limit number of entrances and exits

□ Use alarms

□ Use self-locking doors

□ Use after-hours security

□ Use secured dumpster

Procedures and Policies – External

□ Devise policy for providing trade secret information provided to third parties

□ Require third parties to sign non-disclosure agreements as a condition of gaining access to trade secret information

□ Ensure that the information that is considered to be a trade secret is separately identified as trade secret information.

□ Use confidentiality/non-disclosure provisions in contracts with third parties

□ Devise a policy for tracking trade secret information provided to third parties.

□ Periodically audit measures third party has in place to protect trade secret information.

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