Protecting trade secrets
The need to protect trade secrets and other confidential information can arise in a variety of situations.
To help you see if we can assist you and your business we have summarised some of our recent work.
Trade secrets disclosed under the due diligence process
We acted for the shareholders of a well known professional services LLP. The sale was to a competitor and the rationale for the buyer was to secure a larger market share. As part of the due diligence process, our clients’ were asked to provide various documents.
Some of the documents contained trade secrets in the form of confidential information relating to a client list. The value of our clients’ business was essentially tied up in the client list. If that list was used by a competitor to gain an edge in the marketplace, our clients’ business would suffer. Prior to our clients providing any of the requested trade secret information we recommended that our client entered into heads of terms with the proposed buyer to document the transaction.
How we protected our clients’ sensitive information
We drafted the heads of terms which contained provisions protecting trade secrets and confidential information. This ensured that sensitive information could be provided to the proposed buyer.
Trade secrets under an investment round
Our client, a promising start-up in the waste recycling industry, required funding to secure the patent of a revolutionary technology process to recycle plastic.
Protecting intellectual property outcome achieved
Ensuring the intellectual property of the company was not leaked, we drafted confidentiality provisions to protect the trade secrets in the heads of terms and investment agreement to minimize the risk to our client. The stakes were high. The know how which was the core trade secret falling into the hands of a competitor would have caused the collapse of the company.
Protecting trade secrets under a framework agreement
We acted for a legal recruitment company providing IT related assistance under a framework agreement . By the nature of the recruitment business containing a large number of trade secrets, it was imperative that sufficient protection was in place to ensure that the trade secrets did not fall into the wrong hands.
How we successfully protected trade secrets
We were able to draft a sufficiently protective document with confidentiality provisions continuing after completion of the services. On a practical level we allowed the consultant sufficient flexibility to enable him to disclose limited information to his staff to assist with the provision of the services.
One-way non-disclosure of trade secrets
We were acting for the licensor of software. Before entering into the license the potential buyer wanted to test the software.
Good results achieved
We prepared an agreement before testing commenced. Under which, the potential licensee agreed to protect all trade secrets and other confidential information it had access to during the test period. The agreement was described as one way because the third party did not share any trade secrets or confidential information in return.
Sale of a tech company with trade secrets
Our client was being sold and the purchaser wanted to secure ownership of the trade secrets. This included software coding which supported its product.
Recommending disclosures to protect the client
We reviewed the warranties required under the sale and purchase agreement. We further recommended disclosures relating to the trade secrets behind the software development process be made. The advantage of disclosure to the buyer before the sale is completed means that there cannot be a warranty claim brought by the buyer on defects disclosed.
Trade secrets under employment contracts
We helped a client who wanted to make sure that its employment documentation was up to the mark on protection of trade secrets and other confidential information. Our client was concerned about the employee’s access to trade secrets. Particularly trade secrets in the form of confidential data and information located in various devices which were difficult to track. These include devices such as smartphones, laptops and devices.
Success with updating employment contracts
We reviewed the employment documentation in place and managed the process of updating the employment contracts to reflect the requirements necessary to protect trade secrets under modern working practices.
Gannons understood the sensitive nature of our information. Their advice was apt and commercially informed.