Protecting Trade Secrets and Confidential Information

Recently, a small Boulder-based client who is about to expand exponentially asked me for guidance on protecting a process his company considers top-secret. My advice to him: take sufficient steps to make sure that those who are exposed to the trade secret are aware of its status as such.  In particular, I told him there were three policies he could implement:

  1. Confidentiality Agreement. A carefully worded confidentiality, trade secret, and non-disclosure agreement in compliance with Colorado law will go a long way to show that the company takes its trade secret information seriously. Confidentiality agreements with employees and contractors will also discourage disclosure and provide remedies in case of a breach.  In this case, we also squeezed some work product language into the model agreement.
  1. Electronic Information. If information that the company would like to be considered a Trade Secret is only available electronically, I recommend limiting the number of individuals who can access the data to those who have a legitimate, business reason to know the information.  Additional safeguards with passwords and a log book can ensure that the company is abreast of access or attempted access to the information. 
  1. Information in Hard Copy.  Manually recorded data can be kept under lock and key, with procedures in place to designate one individual to store and access the information.