Trade secrets are the core of value in most businesses - from start-ups to MNC's, and from tech to financial services. Yet few manage the tension between protecting trade secrets and maximising value by allowing people use it. This presentation tells you how to walk that line.

1. Confidential information
The insider threat
Bird & Bird
Padraig Walsh
“A secret's worth depends on the people
from whom it must be kept.”
― Carlos Ruiz Zafón, The Shadow of the Wind

2. The issue
The management view
The employee view
49 of the 100 bosses surveyed are concerned that 59% of employees who leave/are asked to leave
a potential threat to their company's
take company data with them
[confidential data] would lead directly to the loss
of their job
79% of those employees admit they had no
permission to do so
53 per cent of those questioned felt that not
enough was being done to protect their rights.
67% of employees used the data stolen to secure
a new job
38% of data transfers involved employees
emailing data to personal email accounts
Federation Against Software Theft (FAST), July 2012
Ponemon Insitute LLC: Data Loss Risks During Downsizing (23
February 2009)
Deliberate harm
Inadvertent harm
Possessive geek
Inadequately trained
Malicious miscontent
Negligent
Venal careerist
Inadequately supervised

3. Confidential information
Confidential information is
§ secret
§ inaccessible
§ disclosed and used in ways to keep it secret
Confidential information is not
§ public
§ trivial
§ know how
public information
confidential information
trade secrets

4. Powerful policies
IT usage policy
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ownership of systems and content
use of thumb drives and external hard drives
permitted and prohibited use of systems and internet
legal issues (defamation, confidential information)
use of own devices
use of social media
disciplinary measures
Employee monitoring policy
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purpose of monitoring
scope of monitoring
use and storage of data collected from monitoring
disciplinary measures
Resignation protocol
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external IT access
blackberry and laptop use
mobile phone use
office access
work allocation
credit control management
business development
expense controls
internal authorities

5. Employee duties
Express
contractual
Fiduciary
Fiduciary
§ Loyalty
§ Good faith
§ Avoid conflict
§ No personal gain
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Implied
contractual
Implied contractual
Act honestly
Good faith
Not to abuse confidence
Protect employer’s interests
§
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Express contractual
Extend provisions and protections

6. Causes of action and remedies
criminal
complaint
breach of
confidence
injunction
account of profits
& damages
breach of
contract
criminal fine

7. © Bird & Bird 2013