What Steps Can I Take to Preserve the Secrecy of My Trade Secrets?

In order for a person to obtain trade secret protection for an invention, business method, idea, concept, proposal, plan, etc., under Florida law, and the law of most states, that person must take “reasonable steps” to preserve the secrecy thereof. That person should make a reasonable effort to employ as many of the below forms of preserving secrecy as would be appropriate under the circumstances.

1. Proposing written confidentiality agreements to anyone other than the client who views, reviews or accesses the trade secret either separately, or as part of a standard presentation package or business plan.
2. Actually obtaining signatures on confidentiality agreements of anyone other than the client who views, reviews or accesses the trade secret.
3. Obtaining a written acknowledgement, agreement or consent not to disclose or use trade secrets and keep confidential.
4. Entering into verbal agreements not to disclose or use and to keep confidential.
5. Obtaining verbal acknowledgements not to disclose or use and keep confidential.
6. Obtaining verbal agreements or consents to later sign a written confidentiality agreement or acknowledgement.
7. Providing a notice of confidentiality on the expression or embodiment of any trade secrets (on written business plans and other plans, labels on prototypes, disclaimers on limited access websites, in the signature lines or “RE” lines of emails or other correspondence).
8. Providing instructions not to disclose or use or to keep confidential on the expression or embodiment of any trade secrets (on written business plans and other plans, labels on prototypes, disclaimers on limited access websites, in the signature lines or “RE” lines of emails or other correspondence).
9. Limiting access to the trade secret.
10. Keeping track of the names of individuals to whom the trade secret is disclosed through acknowledgement sheets as attachments to confidentiality agreements, informally, or otherwise.
11. Keeping all expressions of trade secrets in secure or locked storage, file cabinet, closet, room, home, desk, garage, laboratory, etc.
12. Memos to employees and staff regarding the confidentiality of the trade secrets including instructions not to disclose or use.
13. Verbal requests not to use or disclose and to keep confidential.
14. Use of passwords or locked files on computers.
15. Use of write protected disks and CD’s.
16. Use of a locked daily planner.
17. Use of passwords on PDA’s and handheld computers.
18. Use of an email distribution list so as to send emails in the developmental stage of the trade secret to a select, limited number of persons.
19. Use of computer screen savers which are locked, password protected, or contain the words “Confidential” or some other legend indicating the proprietary nature of the data contained thereon.
20. Verbal or written agreements with independent artists, engineers, doctors, scientists, manufacturers, or other third parties who help in the development, testing or manufacture of products embodying the trade secret.
21. Warning signs, security guards, sign in/out, at entrances to, on doors of, walls of, in rooms of, or in parts of office, plant, factory, lab or building in which expressions or embodiments of the trade secret exist, are kept stored or developed.
22. Use of identification badges for access to rooms of, or in parts of office, plant, factory, lab or building in which expressions or embodiments of the trade secret exist, are kept stored or developed.
23. Use of an intranet, or restricted access website.
24. Limiting access of employees and contractors to specific aspects or elements of the trade secret as opposed to the entire trade secret.
25. Formation of a business entity in which the developers and financers of the trade secret are principals with implied or express duties of loyalty, confidentiality and non-competition.
26. Exit interviews with employees to re-emphasize non-disclosure, non-use and confidentiality.
27. Use of closed-circuit television monitors or security cameras.
28. Policy of not leaving confidential or any material out on desks or in plain view.
29. Public admonitions of employees who violate rules designed to protect confidentiality and maintain secrecy.
30. Enforcement in the form of taking disciplinary or legal action for violation of policies or breach of agreements not to disclose or use confidential material.
31. Memoranda, correspondence or verbal reminders of interests of confidentiality, non-disclosure and non-use.
32. Mark all business plans, documents, proposals, presentations and other materials in which the trade secret is described as “CONFIDENTIAL.”
33. Pursue protective orders, confidentiality agreements and filings under seal in all court proceedings in which potentially confidential material is being requested or used.
34. Refrain from:
a. Advertising, selling or distributing any product which embodies or reflects the trade secret.
b. Displaying or discussing the trade secret with the media, or any public official.
c. Mixing secret ingredients or performing secret process in front of customers or the public.
d. Assembling trade secret item in from of customers or the public.
e. Mass mailing and spam containing a description of the trade secrets.
f. Posting a description of the trade secret on website or on bulletin boards.

Note: This checklist merely provides general guidelines and suggestions. No single item or combination of items contained hereon will necessarily insure protection of a trade secret in any particular circumstance. This checklist is not intended to be a substitute for a direct consultation with a qualified intellectual property attorney. Subject matter and circumstances vary, and a specific plan for protection of your intellectual property should be formulated with the direct guidance of competent counsel.