December 25, 2014
Each company’s trade secret protection coordinator or committee should be responsible for organizing and conducting a continuous stream of regular training programs to indoctrinate new employees on the company’s trade secret security program and protection policies and ensure that all employees, regardless of how long they have been with the company, are updated on the best practices and any new developments with respect to the law and/or the content of the company’s trade secrets portfolio.
Employee training begins with the various stages of the employment relationship. For example, at pre-employment interviews prospective new employees should be given a copy of the company’s trade secret policy and the interviewer should be sure to explain to candidates the importance that the company put on protecting trade secrets and the company’s expectation that new employees will execute confidentiality agreements and disclose obligations to prior employers as a condition of joining the company. This is also the time for the company to emphasize that the failure to protect trade secrets during the employment relationship may result in termination of employment and/or legal action.
Once someone joins the company as an employee he or she should be required to complete training programs that provide information on how to identify trade secrets and avoid inadvertent disclosure of trade secrets to parties outside of the company.
Finally, the company should be sure that a regular part of its exit procedures for departing employees focuses on reminders to the departing employee that he or she will continue to have ongoing ethical, contractual and legal obligations to protect the secrecy of the company’s confidential information and not use such information once the employment relationship is over.
Training programs should be held of a regular basis, at least once a year, and all employees should be required to attend. While companies can take advantage of online training tools it is recommended that employees attend at least one live session where they will have a chance to interact on a face-to-face basis with senior managers responsible for trade secret security. These live sessions should be used as an opportunity to reinforce the company’s determination to protect its trade secrets and update employees on the company’s trade secret protection goals and procedures. Topics that should be covered during the training programs include “what is a ‘trade secret’?”; federal and state laws pertaining to trade secrets; guidelines for protecting trade secrets and other confidential information when dealing with co-workers and business associates and using social media and other forms of communications technology; tools offered by the company to help employees understand and carry out their obligations with respect to trade secrets and, finally, the steps that employees are expected to take in the event they uncover evidence of trade secret misappropriation. Programs should include time for employees to ask questions and provide their own suggestions about what the company should do to improve its trade secret protection system. Having employees involved in designing the system can build support for the system inside the company.
Companies should supplement the formal and online training programs with information in the employee handbook regarding trade secrets that can reinforce the training and provide employees with an easy to access resource if they have any questions. Managers and supervisors should also integrate discussions of trade secrets into their regular meetings with subordinates.
Training is an important element of an effective security program and further information on designing and administering such as program is available in the new chapter on Trade Secret Protection Programs (§§201:1 et seq.)