Thadford A. Felton

Every business has something that gives it a competitive edge—a process, client list, formula, or strategy that sets it apart. Protecting that information is not only essential to maintaining an advantage in the market but is also a critical part of responsible business management.

Trade secrets and confidential information form the foundation of that protection. Understanding what they are and how to protect them can mean the difference between long-term success and unnecessary exposure.

Understanding the difference

Not all confidential information is a trade secret, but all trade secrets are confidential.

Under trade secret law, a trade secret includes any information—technical or non-technical—that derives value from not being generally known and is subject to reasonable efforts to keep it secret. This can include formulas, customer lists, software, business methods, or internal processes.

Confidential information is a broader category. It encompasses any non-public data shared in the course of business that provides a competitive advantage but may not meet the legal definition of a trade secret. Examples can include pricing models, marketing plans, and supplier details.

The first step in protection is determining which category each type of information falls under. Once identified, the business can apply the appropriate level of security and control protections.

Creating a culture of confidentiality

Protecting trade secrets and confidential information requires more than a single policy or a signed agreement. It involves building a culture that prioritizes discretion and accountability across every level of the organization.

A strong internal framework includes:

• Written confidentiality and trade secret policies that specify employee expectations and responsibilities.
• Regular employee training to reinforce the importance of data protection.
• Access limitations to ensure only those who need to know can view sensitive materials.
• Consistent use of non-disclosure agreements (NDAs) or confidentiality agreements with employees, vendors, contractors, or any third party who will be given access to the confidential or trade secret information.

Embedding confidentiality into everyday operations helps prevent accidental disclosure and reinforces that protecting company information is everyone’s responsibility.

Building stronger protections

The right combination of administrative, physical, and digital protections can prevent inadvertent disclosure and strengthen a company’s legal position if a dispute arises. Businesses should:

• Clearly label sensitive information, documents, and other materials as “confidential.”
• Limit printing, copying, or sharing of protected information.
• Securely store or destroy confidential documents when they are no longer needed.
• Maintain a robust computer security, including using password protection, encrypting trade secrets or confidential information, and prohibiting the copying of company confidential information to any external drives or cloud-based storage.
• Require periodic password updates and multi-factor authentication.
• Immediately disable network access when an employee leaves the company.
• Monitor and track access to confidential files and materials.

For higher-risk environments, additional measures may include restricted zones for confidential operations, locked file storage, and controlled visitor access. The level of protection should always align with the value and sensitivity of the information.

Managing employee transitions

Employee departures can present one of the greatest risks to trade secrets and confidential information. An organized offboarding process is essential to maintaining control.

Employers should:

• Review any applicable confidentiality, non-disclosure, non-solicitation, or non-competition provisions, reminding employees of continuing confidentiality obligations.
• Confirm that all company property, including devices and documents, has been returned.
• Ensure digital access is fully revoked before or immediately after departure.
• After the collection of the employee’s devices, do not delete information from the employee’s computer or system until there is sufficient confirmation that the employee has not retained (purposefully or not) company confidential information.
• Document the exit interview and employee acknowledgements.

The above steps help demonstrate that the company has made reasonable efforts to protect its information, which can be crucial in the event of a future dispute.

Periodic review and continuous improvement

Information security is not a one-time effort. Businesses change, systems evolve, and threats shift over time. Conducting regular reviews or “confidentiality audits” will help ensure policies, agreements, and controls remain up to date and effective.

This process should evaluate who has access to confidential sensitive data, how it is stored and transmitted, and whether additional protective measures are required to continue reflecting current technology and business needs.

Conclusion

Protecting trade secrets and confidential information is not just about compliance; it’s about preserving the integrity and future of your business. A thoughtful, proactive approach reduces risk, strengthens your competitive position, and reinforces a culture of trust and accountability.

If your company needs to review its confidentiality practices or update its trade secret protections, contact your UBG attorney or Thad Felton at tfelton@ubglaw.com.

The information provided in this article speaks only to the information and guidance we have available as of the date of publication and is subject to change. This legal update was created by UB Greensfelder LLP and is not intended as a substitute for professional legal advice. Receipt, by itself, does not create an attorney-client relationship. For any questions or for further information, please contact your UB Greensfelder attorney.