FOCUS

Secret information

Company information and techno-industrial experience, including commercial information, information concerning the organization, financial information, in other words, the Company know-how, can be covered by protection, subject to the legitimate control of the holder, where such information:

1. is secret, in the sense that it is not, in its entirety or in the precise configuration and combination of its different elements, generally known or easily accessible for experts and operators in the field;
2. has economic value because it is secret;
3. is subjected, by the persons to whose legitimate control it is subject, to measures deemed to be reasonably adequate to keep it secret;
4. concerns data relating to research, trials or other secret data, the processing of which entails a considerable undertaking and to the presentation of which authorization is subordinated in order to introduce onto the market chemical, pharmaceutical or agricultural products implying the use of chemical substances.

It must be remembered that industrial property rights (patents, know-how, trademarks and models) and intellectual property rights (copyright) are a fundamental resource for any Company. These rights must be protected on each occasion with the most suitable instruments and safeguarded over time in order to guarantee their integrity and value. One of the most important rights, know-how, which permeates the Company in all its parts, unfortunately is not considered sufficiently by many Companies, who understand its value only when it is stolen or improperly removed. It must also be remembered that, with increased computerization, fixed and mobile information systems must be organized in relation to grades of access, passwords, transfer and use outside the premises.

Secret information may concern both specific information and also technical, technological, commercial and management knowledge, so that it is the Company which, on each occasion, must evaluate which of its knowledge it deems useful to keep secret for competitive purposes.

The norm provides that it is the owner of the information which is deemed must be kept secret who must classify it as such, and to make it obvious to all those who in their various capacities come into contact with it that this information is to be considered secret. It is quite obvious that a generalized classification that makes all information secret makes such secrecy lose its value. There must therefore be common rules, known to all the components of the structure, and the documents that come within said rules must be called and always classified as secret by whoever issues them or receives them for their controlled distribution, from the very beginning.

When information relating to one's own technology is to be given to third parties, it is always advisable not only to keep a report on each occasion of who was present and what was said, but also that the third parties should sign a specific confidentiality agreement. However, an agreement of this type is not very valuable if an accurate diary is not kept of the meetings, the people met on each occasion, the topics discussed, the material supplied, etc. The best solution is to draw up a detailed account, after each meeting, to be signed by all those present. It is essential to make a systematic collection of everything.

Organized Companies must not only have an effective system for controlling the non-dissemination of its know-how, but also normalized procedures and manuals which contain the indications of behaviour applicable to all those who work in the Company. In a Company, the documents containing confidential information or Company know-how should never be circulated, not even in draft form, without the confidentiality clause. In this way the drawings, even if only sketched, should not be committed to paper, or forwarded, without the Company title block which must contain the confidentiality and ownership clause.

Notes

1. Drawings, sketches, plans and studies must always be made on the Company's headed paper with the Company's title block containing a property and confidentiality clause such as: "Confidential document of considerable economic value, property of (name of Company) - reproduction and/or publication forbidden, even partial, to third parties, without the written specific authorization of the Management (name of Company)".
2. If drawings, sketches, plans and studies are transmitted or attached, they must always be reported on a headed accompanying document containing the phrase "CONFIDENTIAL DOCUMENTS", in the event that the third party has to supply details for prototyping, offers, project or construction details. This phrase must also be present in the documents with reserved or internal specialized circulation.
3. If ever discussions are held with a third party, or information is forwarded to him, a report must always be drawn up indicating those present and the subjects discussed, in detail.
4. If drawings, studies, plans or other are done by third parties, they must always do their work on Company head paper.
5. If an external is asked to create software, it is important to clarify that the software is in any case the property of the Company and that as well as the software, the source codes must also be handed over, irrespective of whether he will be responsible for maintenance. If a third party is given responsibility for the maintenance, he must deliver every time the updated source codes. Everything must be written in a written deed.
6. If the Company has plans, drawings, studies, special machines or other made by a third party, the contract must always indicate that the agreed remuneration is all-inclusive, that is, it includes all and every remuneration, also regarding the results, that the third party is due for performing his task. If the contract to the third party includes the manufacture of a machine for a plant or a particular piece of equipment for the requirements of the Company, and the machine or other does not exist and has to be designed specifically for the Company, it must be clear that the price includes the total ownership of the plan and that this cannot be disclosed or transmitted to third parties for any reason whatsoever.
7. With regard to internal staff who may directly or indirectly bring innovation (designers, R&D workers, etc.) it is always useful to draw up written agreements regarding the secrecy of the Company know-how.
8. In the entrances where staff clock in and out and in the staff canteen, it is good policy to put up notices reminding them of the secrecy of the Company know-how.
9. Where there is a centralized archive and data processing system it is good policy to equip the system with software that detects improper acquisitions of archive material.
10. No worker should be authorized to take work home, or anything else belonging to the Company. In the event that staff have to travel with files of archive material, such files should be carried on specific keys that can be opened only with precise key-words associated with specific computers, even portable ones, and that do not leave any part of their content in the computer.