What is a Trade Secret Agreement Review?
A trade secret agreement is a legal contract that protects business information from being disclosed without the company’s permission. Specifically, it protects trade secrets, which can be defined as any processes, formulas, or practices that give the company a competitive edge in the market.
Read the rest of this article to explore key sections of a trade secret agreement, how to review the contract for clarity, and when to consult a lawyer for help with reviewing the agreement.
What Essential Information Should You Review in a Trade Secret Agreement?
When reviewing a trade secret agreement, you should pay attention to the following terms:
- Confidential information. Make sure there’s a clear definition of what constitutes confidential information so it’s easy to know what specific information is being protected.
- Permitted uses. The agreement should explain how the receiving party can use the information and for what specific purposes.
- Exclusions. Check that information which isn’t protected in the agreement, such as any information that’s already public knowledge, is outlined.
- Timeframe. This is essential to clarify how long the confidentiality measures will last.
- Legal remedies. Should there be a breach of the agreement, the document should specify how it can be handled.
What are Tips for Reviewing a Trade Secret Agreement?
When reviewing a trade secret agreement, you’ll want to ensure that it thoroughly protects confidential information. Instead of merely just reading the contract, here are some details to consider.
Verify Exactly What’s Protected
The agreement must specify what trade secrets are protected and provide details. This can include details about recipes, processes, specifications, and pricing.
Check for Exclusions
No trade secret agreement is complete without specifying what information or data isn’t covered by the contract. It’s common for information that’s already public knowledge or was independently developed to be excluded from the agreement. Include them in the agreement instead of making assumptions that they’re understood by both parties.
Specify Limited Access
If not included in the agreement, there should be information about which parties can access the confidential information and if access is limited to certain employees or advisers. The key is to ensure that whoever has access to the information is using it for a specific purpose to prevent unauthorized usage.
Identify Confidentiality Obligations
How the trade secrets should be protected must be explained in the agreement. These confidentiality measures might be extended beyond the agreement end date.
If your arrangement includes third-party disclosures, such as if your information can be shared with subcontractors or affiliates, make sure that it clarifies that they must also meet the appropriate confidentiality measures outlined in the document.
Consider Return or Destruction Provisions
It’s common for confidential information to be returned or destroyed when the trade secret agreement ends. Make sure that you’ve explained how electronic copies, backups, or samples will be handled so there’s no ambiguity.
Confirm Breaches and Remedies
Review that the agreement clearly states what happens if trade secrets are disclosed or misused. Remedies, such as damages, must be clearly specified so that parties understand what’s at stake.
Do You Require a Legal Review of Your Trade Secret Agreement?
A lawyer with experience in contract drafting and review can ensure your trade agreement protects company information that you don’t want disclosed.
Here’s what they’ll do during a contract review:
- Define all trade secrets that are protected in the agreement.
- Review the confidentiality duties to confirm that it’s clearly explained how the receiving party must handle and use the information to ensure its protection.
- Check all authorized and non-permitted uses so that there’s no confusion over what’s allowed.
- Consider how long confidentiality obligations remain valid and in effect, such as after the contract ends, to prevent accidental violations.
- Evaluate breaches and how they can be handled with reasonable remedies.
- Confirm that all terms in the agreement are aligned with the relevant laws and regulations.
- Flag any vague or one-sided terms to protect your interests. They’ll make revisions to the agreement that are legally sound and clear, should these be required.
Where to Find a Lawyer for a Trade Secret Agreement Review
If you’ve decided to hire a lawyer to conduct a deep review of your trade secret agreement, you might not know where to find one. Online legal marketplaces make it easier to find the right lawyer as compared to cold-calling traditional law firms in your location.
ContractsCounsel is one of the largest online legal marketplaces that gives you access to a curated network of lawyers who are experienced and reputable. Instead of having to search for one on the platform, you’ll post a request and lawyers will reach out to you.
Here’s what to do if you want to ask a lawyer on the platform to review your trade secret agreement.
- Visit the ContractsCounsel marketplace.
- Select ‘One-time project’ and ‘Contract review.’
- Post your project, which is free to do.
- Include some information about what you require so that you match with suitable lawyers, such as why you need a review of your trade secret agreement.
- Wait to receive bids. You’ll receive bids from lawyers on the platform who are experienced and ready to assist you with your contract review.
- Review the lawyers’ information. ContractsCounsel’s platform provides a range of lawyer information, such as their location, expertise, credentials, and years of experience. You can also view client ratings they’ve received for previous projects.
- Select a lawyer to hire for a review of your trade secret agreement, for which they’ll charge a flat fee.
