A company’s trade secrets, confidential information, and other sensitive business information are among its most valuable assets. This includes information like secret recipes, formulations, or designs; customer lists; product developments; manufacturing methods; financial documents and revenue forecasts; marketing plans; pricing information; and computer code. Protecting this sensitive business information is critical to a company’s competitive advantage.
Workplace Legal assists clients who want to protect their trade secrets, confidential/proprietary information, and other sensitive business information. We help companies determine what business information qualifies as a “trade secret” under California law, and then we draft confidentiality and non-disclosure agreements to help protect that information. We also advise companies on the HR systems, policies, and procedures they need in order to safeguard this information and maintain its legally protected status.
If a competitor, former employee, or other unauthorized person is found to be in possession of a client’s trade secrets, we respond quickly and aggressively to limit dissemination, to regain possession of the sensitive information, and to hold the competitor to account for their wrongdoing. Typically, that’s best accomplished by filing a lawsuit enjoining the employee (and also against his/her new employer) from using the stolen information and seeking financial damages for the theft. Other times, for more serious matters, we also involve and work with law enforcement to pursue criminal charges.
Counseling During Sensitive Separations
Not surprisingly, a company’s competitors feel the same way about their trade secrets – they guard their trade secrets and other sensitive business information aggressively, too. This information is valuable to the competitor company as well. Consequently, when a company hires a high-level employee from a competitor, disputes often develop.
The company losing the employee is concerned that the departing employee is taking trade secrets or other non-public information out the door when he leaves; the company hiring that employee wants to ensure that the employee is able to do his new job without improperly using or disclosing trade secrets he acquired at his former job. When the departing employee is very senior or very valuable, these concerns – if not addressed strategically and competently – can quickly escalate into a lawsuit for theft of trade secrets, breach of contract (for allegedly violating a previously signed confidentiality agreement), and/or other business torts.
Workplace Legal often counsels (1) companies who are seeking to hire an employee from a competitor, and (2) executives who are contemplating a move to a competitor. In both instances, we help our client identify the trade secrets and other sensitive business information that is impacted by the transaction. We then work with the client to devise hiring/departure strategy that minimizes the legal risk involved.
Non-Solicitation and Non-Competition Agreements
We also regularly draft non-solicitation agreements to make it harder for departing employees to steal customers and/or employees when they leave. In addition, although non-competes are generally illegal in California (except in a few limited circumstances), Workplace Legal helps clients achieve much of the same protection by drafting complex agreements that combine trade secret, confidentiality/non-disclosure, non-solicitation, and other provisions. These agreements cannot prohibit an employee from departing to join a competitor, but they can make it very difficult for that employee to cause any harm if he or she does leave.
Innovations Assignment Agreements
Often, a company hires employees expecting them to create valuable products, code, processes, or other inventions for the company. For those clients, Workplace Legal drafts innovations assignment, license, and other agreements to ensure that the company maintains ownership (including exclusive use and profit rights) of the inventions that are created.a
At Workplace Legal, we understand that a company’s intellectual property is a valuable asset. If you have concerns about protecting your intellectual property in the workplace, contact us — we can help.