A company’s trade secrets, confidential/proprietary information, and other secret sensitive business information are among the company’s most valuable assets. This includes information like secret recipes, formulations, or designs; customer lists; computer code; secret product developments; manufacturing methods; sales forecasts; marketing plans; pricing information; and know-how. 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 qualities 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.
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 and/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.
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.
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 agreements that combine trade secret, confidentiality/non-disclosure, non-solicitation, and other provisions. We cannot use a traditional non-compete to forbid the employee from going to your competitor, but we can – and do – utilize other tools to make it harder for that employee to use your sensitive business information or solicit your customers if she does.
Often, a company will have employees who are likely to create valuable inventions in the course and scope of their employment. For those clients, Workplace Legal drafts innovations assignment, license, and other intellectual property agreements to ensure that the company maintains ownership (or at least exclusive use and profit rights) of the ideas, products, processes, and/or know-how being created.