1) The document discusses the need for businesses to protect their trade secrets, intellectual property, customer lists, and other confidential information from departing employees, directors, or partners. 2) It outlines what types of information and assets businesses may be able to legally protect, including trade secrets, intellectual property, goodwill, and workforce stability. 3) The document provides strategies for business protection, such as reviewing contracts, monitoring activities, and identifying signs of wrongdoing, and notes that legal action is sometimes necessary, with experience pursuing various court orders.

1. Business Protection

2. The need for Business Protection
The need for Business Protection
We all value our businesses and work
hard every day to build them. But what
“
if the fruits of that hard work go out of
the door with a departing employee,
Director or partner?
What if the
fruits of that Competition is healthy. It offers choice
and can help raise standards. But what
hard work go if the competition is unlawful?
out of the door We all use computers and the internet in
with a our daily work and more and more busi-
nesses are using social networking sites
departing as a business tool. We all recognise the
benefits of information technology. But
employee, there are risks too. What if a departing
individual removes confidential informa-
Director or tion (such as a customer list) by emailing
partner? it to a personal account or by down-
loading it onto a memory stick? Can this
“
activity be detected? Can the informa-
tion be retrieved and the individual pre-
vented from using it?
What if business is, or business opportu-
nities are, diverted before the employ-
ment or other contractual relationship
ends?
What if restrictive covenants are
breached?
What if a team is poached?
Prettys’ Business Protection team can
help you effectively address these issues
and related ones.

3. What is protectable?
Depending on the facts and the wording
of contractual documents, businesses
may be able to protect the following:
• their trade secrets or confidential
information, including chemical for-
mulae or formulations, mixes or
recipes, customer lists and databas-
es, maturing business opportunities
and internal financial information
(such as management accounts,
sales forecasts, profit projections and
so on),
• intellectual property rights,
“
• their goodwill or customer connec-
tion
Businesses may •
•
the stability of their workforce
their business reputation (e.g. from
be able to trade libel or malicious or injurious
falsehoods)
protect...their
trade secrets or
confidential
information,
including
chemical
formulae or
formulations...
“

4. Prevention is better than cure
Prevention is better than cure
While this may be an old adage, when
it comes to business protection, the cure
can far outweigh the cost of the preven-
tion. We can assist you in protecting
your business interests in the following
ways:
• reviewing your contractual documen-
tation to ensure that confidentiality
clauses, post termination restrictions
and other provisions (such as “gar-
den leave” clauses) are present and
are appropriately drafted;
• reviewing how your business han-
dles secret or confidential informa-
tion;
• monitoring activities;
• identifying telltale signs of wrongdo-
ing.
Sometimes legal action is necessary. We
are here to help with that too. However,
where the necessary foundations have
been put in place the likelihood of such
action being successful is far greater.
“
Sometimes
legal action is
necessary. We
are here to
help with that
too. However,
where the
necessary
foundations
have been put
in place the
likelihood of
such action
being successful
is far greater.
“

5. Investigations and Strategy
Acting quickly is important if effective
legal action is to be taken. However,
knowing what to look for and how best
to go about finding it are vital. Care
needs to be taken not to act unlawfully.
The confidentiality of the investigation
needs to be maintained and, where
electronic evidence is to be sought, the
integrity of that evidence needs to be
preserved.
We can:
“
• help you plan and undertake investi-
gations;
• assist in the appointment of comput-
Where er forensic experts;
electronic • evaluate and advise on the evidence
gathered.
evidence is to Deciding on the best strategy at an early
be sought, the stage is key to success. What is the best
integrity strategy will depend on a number of
matters, including the strength of the evi-
of that dence, the nature of the wrongdoing
and the cost of taking legal action.
information
needs to be
preserved.
“

6. Business Protection
Legal action
Where legal action is decided upon it
usually involves making an expedited
application to the High Court in London
for injunctive and ancillary relief.
We have considerable experience of
making such applications, including
applications:
• for search and seizure orders (i.e.
an order permitting the claimant’s
solicitors to search for the claimant’s
property and to seize it);
• for doorstep delivery up orders (i.e.
an order requiring the defendant to
immediately deliver up the claimant’s
secret or confidential information);
• for freezing orders (i.e. an order pre-
venting the dissipation of the defen-
“
dant’s assets);
• for computer imaging orders (i.e. an
order permitting the claimant to take
Where legal a digital image of the hard drive of
the defendant’s computer);
action is • for confidentiality injunctions (i.e. to
decided upon it prevent the defendant from using or
disclosing the claimant’s secret or
usually •
confidential information);
for “springboard” injunctions (i.e. to
involves cancel out an unlawful head start
gained by the defendant);
making an • for “garden leave” injunctions (i.e. to
expedited •
enforce a period of garden leave);
to enforce restrictive covenants
application to (whether in Contracts of
Employment, Partnership or
the High Consultancy Agreements,
Court... Shareholder Agreements, Sale and
Purchase Agreements or other com-
“
mercial agreements).
We also advise on the availability of
financial remedies, such as damages or
an account of profits.

7. Business Protection Team
Nick leads the Business Protection team involving:
and heads the Cambridge office. He
qualified as a solicitor in 1987 and sub- • the misuse of trade secrets and confi-
sequently founded Hewitsons’ employ- dential information;
ment law practice in Cambridge.
• the enforcement of post-termination
Nick left Hewitsons in early 2007 and restrictions;
Nick Sayer
Partner
helped co-found Charles Russell’s
nsayer@prettys.co.uk Cambridge office. • team moves.
Tel: 01223 598660 He joined Prettys in January 2010.
Nick’s work in this field has covered
Nick specialises in all aspects of numerous business sectors, including
employment law, both contentious and recruitment (where he has been particu-
non-contentious. He has a special larly active), financial services, profes-
interest in business protection matters sional services, packaging, ceramics,
and has established a strong reputation and distribution and logistics.
in High Court employment litigation
Matthew qualified as a solicitor at • fiduciary duties;
Field Fisher Waterhouse in London in
1995. • obligations of confidentiality;
Matthew joined Prettys in 1997 and is • post-termination restrictions.
now a partner and the Head of
Employment Services. With Nick Sayer, Matthew is the author
Matthew Cole
of a Chapter on restrictive covenants
Partner
mcole@prettys.co.uk He advises employers, as well as senior and confidential information which is to
Tel: 01473 298221 executives, on a range of employment appear in a forthcoming book.
issues, including:
Roland joined Prettys in 1991. He has His recent cases include:
practised as a commercial litigator since
qualifying as a solicitor in 1986 and is • an injunction freezing the assets of a
now head of Prettys substantial Dispute financial broker;
Resolution team.
• a £5m shareholder dispute;
Roland acts for national and international
Roland Sharp
clients across a broad range of • a £1m warranty claim.
Partner
business sectors.
rsharp@prettys.co.uk
Tel: 01473 298234

8. Fiona undertook her training and quali- Fiona acts mainly for employers on both
fied at a regional law firm before mov- contentious and non-contentious matters.
ing at 6 months PQE to the Ipswich Her recent work involves advising on the
office of a national law firm to spe- enforcement of post-termination restric-
cialise in employment law. tions and confidentiality obligations.
Fiona joined Prettys in July 2007 and
Fiona McMutrie
Partner
became a Partner in Employment
fmcmutrie@prettys.co.uk Services in May 2008.
Tel: 01245 295295
Tom trained with Prettys and qualified and disposals, mergers and joint ven-
in 2000. Tom became a Partner in tures. He acts for a variety of banks in
Corporate Services in May 2008. preparing and
perfecting security in connection with
Tom has experience in a wide range of transaction based lending. Tom also
corporate, commercial and banking deals with commercial contracts and
Tom Sleight matters. He has acted on acquisitions regularly prepares and reviews existing
Partner (including trade acquisitions, terms and conditions of sale and supply.
tsleight@prettys.co.uk management buy ins and buy outs)
Tel: 01245 295282
Nuala studied for her LLB law degree
at the University of Southampton. She
then undertook her LPC at the College of
Law in London before commencing her
training contract at a City law firm.
Nuala qualified as a solicitor in March
2007 and moved to another firm in
Nuala Murphy
London before joining Prettys as a
Solicitor
nmurphy@prettys.co.uk solicitor in Employment Services in
Tel: 01245 295295 2007.

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