Many kinds of information derive commercial value from being kept confidential – customer lists, financial information, business forecasts, and future plans and projects. Also in this category of “confidential information” is the subcategory “trade secrets”. Trade secrets generally include things like secret formulas, recipes, test results, laboratory discoveries and processes. Inventions must be kept secret before a patent application is filed. These too are trade secrets.
Trade secrets are not protected by statute in Canada, unlike patents and industrial designs. To protect a trade secret, a company needs to take practical steps to guard the secret (like keeping papers in a locked drawer, limiting employee access to certain files, operating machinery or testing processes in protected areas of a building). In addition to practical procedures, many companies use contract provisions to protect their secrets and define remedies in case someone exposes the secret.
We draft trade secret and non-disclosure agreements. We also advise on specific terms to protect secrets in employment situations and in deals between companies. We are experienced at dealing with breaches of confidentiality and trade secrecy. We advise on available remedies under contract and tort through Canadian courts. We have also successfully resolved many disputes over confidential information through negotiation.