One of the crucial elements of confidentiality agreements is to define confidential information. By precisely stating to what information the obligation of keeping confidentiality refers to, you are clearly stating which aspects of the business have to remain within the company, and which, if disclosed to third parties, could lead to sanctioning. However, sometimes, by focusing on the commercial goals and success of their business, employers fail to see the full picture, from the aspect of the employee, and think: is it truly clear to everyone what is considered confidential?
In case your answer to the previous question without thinking is YES, then we dare conclude that you have informed yourself in time, and concluded appropriate confidentiality agreements with your employees, which precisely define what the obligation of confidentiality refers to.
In case you were flabbergasted by this question, then we advise you to take a step back and think through what information shall be deemed confidential in your confidentiality agreement, once you draft this agreement.
When formulating a definition of trade secret, you should pay attention not to overdo or underdo it.
- Firstly, before drafting a trade secret agreement, you have to prepare a full, detailed list of every piece of information which, because of their importance can (and must) be deemed confidential, and also make sure that none are left out, and without being subject to the agreement.
For example, if a software source code which is the most profitable product of your company, is not included in the definition of confidential information in the NDA which you are signing with your employees, in case an employee discloses your code to a third party, you risk losing any possibility of a court’s protection of your rights on this code.