Trade Secret and Nondisclosure Counseling
Sometimes, the best advice a patent attorney can give is to not patent a new development. Indeed, by providing our clients with a thorough understanding of the scope of protection provided by the trade secret laws and the affirmative measures that must be taken to maintain this often misunderstood protection, our attorneys give our clients another option to protect their intellectual property.
By working closely with your engineering and management teams, we are able to identify aspects of your intellectual property, designs, know-how, manufacturing processes, etc., which provide a greater advantage by not being disclosed than would be achieved through the patenting process. Often, candidates for such trade secret protection include processes or other design information that could not easily be reverse engineered by competitors. Disclosure of such information, therefore, would only serve to aid such competitors. Other intellectual property for which trade secret protection may be best includes aspects that would be difficult to ascertain if a competitor were infringing. Manufacturing processes often fall into this category.
In addition to identifying the best type of protection for your intellectual property, our attorneys work closely with you to implement policies and procedures including employee agreements, noncompete agreements, document marking and retention policies to ensure that appropriate measures are taken throughout the organization to protect the confidentiality of such key information. Along with the education of your employees, these measures minimize the risk of inadvertent loss of this trade secret protection.
As you work with and explore the possibility of working with other companies, our attorneys ensure that the governing confidentiality and nondisclosure agreements protect any of your information that is or may be exchanged. We also ensure that the ownership of information developed as a result of access to your information is also considered in such relationships. Such agreements provide an extra measure of protection against the inadvertent release and use of your information and the inadvertent forfeiture of other intellectual property rights that may be available, including patents.
Successful Client Representation
After reviewing a "standard" nondisclosure agreement proffered by a potential joint development partner of one of our large commercial products manufacturing clients, we pointed out provisions in this proposed agreement which would have resulted in forfeiture of ownership of critical formulas and manufacturing processes that provide our client with a distinct competitive advantage over their competitors. After successfully negotiating ownership and confidentiality terms favorable to our client, we were asked to take over all drafting and negotiation of confidentiality, joint venture and trade secret agreements for the corporation, their affiliates and subsidiaries. To further facilitate compliance and understanding within the corporation, we have also provided training to their frontline sales and marketing personnel on the importance of and need for confidentiality agreements, greatly reducing the tension that otherwise may exist between the marketing and legal departments.