b'Trade Secrets and ConfidentialityWho, What, Why . Who does it apply to: Any employer who has information it wouldWill a covenant not to compete help:Covenants not to compete prefer that its competitors not havewhich really ought to beare discussed in a separate section, but can help an employer everybody. to restrict former employees from opening up right next door and competing with their former employers.Whatisatradesecret:Anyformula,pattern,device,or compilation of information used in your companys business thatCommon Situations:gives you a competitive advantage over those who do not knowSecret to the whitest teeth: Don Dentist would like to increase or use it and.which is actually a secret. his business for teeth whitening. Theres a huge market for it, but customers dont come to him for that service. In fact, he Whatqualifiesasatradesecret:Amongotherthings,has lost a lot of business to Happy Teeth dental across town. customer information and lists, business methods (pricing, etc.),It seems to bring in all the whitening customers. Wondering chemicalformulas,recipes,computerprogramsandsourcewhat the secret is, he lures one of Happy Teeths employees to code,businessknow-how(e.g.,specialwayofmodifyingacome work for him so he can learn the secret. Can Happy Teeth car engine), manufacturing processes, marketing information,prevent the former employee and Don from using his secret product designs, suppliers and vendors, and technical drawings. method for bringing in all the customers? In this instance, no.What does not qualify as trade secret: Abstract ideas that haveHappy Teeths secret method turns out to be a special machine not been formed into a business practice or strategy, generalthat is new in the marketplace that can instantly whiten teeth.skills taught to an employee, and, most importantly, what anDon could have saved himself the new hire and gone in as a employer might otherwise call a secret that is out in the publicpatient of Happy Teeths to learn the secret. Information which is domain. discoverable by inspection is not a trade secret, so the hiring of an employee from Happy Teeth doesnt even matter. What obligations do my employees owe to keep my secretsSpecial car modifications: Mike at Mikes Hot Rods has really while employed:Employees owe their employer what is knownfigured out how to modify the engine and suspension of Dodge as a fiduciary duty while employed. A fiduciary relationship isChargers. He has so much work that he has to hire some new known in the law as a relationship of the highest trust. Theyworkers and teach them his system. After a year, Mikes business must keep all of your trade secrets and confidences, withoutis still going strong. So strong, the year old workers have decided even requiring a policy to hold against them, and they may notto open up shop right across the street with their own business compete with your business. making the same modifications. Can Mike stop them?In this What obligations do my employees owe to keep my secretscase, the answer is probably yes. Mike has specially fabricated after they leave: The fiduciary duty goes away after terminationparts, experimented with various parts, and come up with an formostemployees,leavingemployerswithsomewhatlessundeniably special combination. It took him years to do so and protection,unlesstheemployerusesacovenantnottothe information would be hard for his customers to discern by compete. Employees can take the general business knowledgetaking one of his cars apart. While he cannot stop the former they learned from the employer and solicit those customers theyemployees from competing, he can stop them from making the can remember from the employer. They can even open up shopsame special modifications to the Charger that he uses.right next door to compete. 69'