Keeping Secrets: A Practical Introduction to Trade Secret Law and Strategy

ABOUT THE AUTHORS ACKNOWLEDGMENTS DISCLAIMERS INTRODUCTION 1. THE TRADE SECRETS OF BOUTIQUE HOTELS 2. SHOULD YOU BE READING THIS BOOK? 3. THE SCANDALOUS STRUCTURE OF THIS BOOK PART I: THE BASICS CHAPTER 1 TRADE SECRETS - THE BASICS 1. APACHE HELICOPTER AIRSTRIKES AND LADY GAGA 2. AN INTRODUCTION TO TRADE SECRETS 3. TRADE SECRETS - DEFINITION AND FOUR FAMOUS EXAMPLES I. II. SECRECY III. VALUE IV. REASONABLE EFFORTS 4. TRADE SECRET THEFT: DEFINING 5. REMEDIES FOR TRADE SECRET MISAPPROPRIATION I. NONMONETARY RELIEF II. MONETARY RELIEF 6. CRIMINAL TRADE SECRET LAW 7. TRADE SECRETS VS. PATENTS: WHEN TRADE SECRETS ARE THE BEST STRATEGY, AND WHEN THEY'RE NOT 8. SUMMARIZING TRADE SECRET LAW CHAPTER 2 TRADE SECRETS IN CONTEXT: WHY TRADE SECRETS ARE INCREASINGLY IMPORTANT TO BUSINESSES, EMPLOYEES, AND THE ECONOMY 1. THE CUSTOMER LIST IN THE AGE OF GOOGLE, LINKEDIN, AND FACEBOOK 2. THE EVOLVING TECHNOLOGIES, SOCIAL NORMS, POLITICS, ECONOMICS, AND DOZENS OF OTHER FACTORS THAT SHAPE THE USE AND MISUSE OF TRADE SECRETS 3. TRADE SECRETS WERE SLOW TO DEVELOP, QUICK TO PROLIFERATE 4. NEW TECHNOLOGY 5. EMPLOYEE MOBILITY AND ATTITUDES 6. INCREASING VALUE 7. THE FLEXIBLE (AND EXPANDING) SCOPE OF TRADE SECRET LAW 8. THE FUTURE OF TRADE SECRETS PART II: FOUR KEYS TO A SUCCESSFUL TRADE SECRET STRATEGY CHAPTER 3 KEY NO. 1: HOW TO RECRUIT, HIRE, RETAIN, AND TERMINATE EMPLOYEES 1. MR. CHANG'S $200 MILLION 2. EMPLOYEES ARE THE PRIMARY SOURCE OF TRADE SECRET MISAPPROPRIATION 3. HOW TO RECRUIT AND HIRE EMPLOYEES A. VET APPLICANTS WITH AN EYE TOWARD TRADE SECRET PROTECTION B. AGREEMENTS WITH INCOMING EMPLOYEES C. HIRING FROM COMPETITORS 4. HOW TO TRAIN EMPLOYEES 5. HOW TO TERMINATE EMPLOYEES 6. AN ARGUMENT AGAINST DOING NOTHING 7. HOW TO AVOID A $200 MILLION RESIGNATION CHAPTER 4 KEY NO. 2: SECURITY 1. FOUNDER OF ALPHA MINING SYSTEMS: I WAS LIKE A HUSBAND WHOSE WIFE WAS GETTING IT ON THE SIDE. 2. THE RIGHT AND WRONG LESSONS FROM THE SORDID TALE OF ALPHA'S PLUNDERING 3. ONE SIZE DOES NOT FIT ALL 4. BASIC PROTECTIONS FOR ALL A. LIMIT ACCESS TO TO ONLY THOSE WHO NEED IT B. PLACE LEGENDS ON DOCUMENTS C. IMPLEMENT AN TRACKING SYSTEM D. DISPOSE OF PROPERLY E. LIMIT WHAT LEAVES THE COMPANY F. ENCOURAGE REPORTING OF VIOLATIONS AND INVESTIGATE AND PUNISH VIOLATIONS 5. BASIC PROTECTIONS FOR ELECTRONIC 6. NON-MEMORIALIZED DATA 7. RULES FOR RECEIVING TRADE SECRETS FROM OUTSIDERS 8. GOVERNMENT LIAISONS 9. SECURITY SHOULD NOT BE STATIC CHAPTER 5 KEY NO. 3: PHYSICAL SECURITY 1. A BUSINESS FEUD TURNS TOXIC 2. THE NON-DIGITAL WORLD OF BREAK-INS AND DUMPSTER DIVING 3. SECURING PHYSICAL CONFIDENTIAL AND THE FACILITIES THAT HOUSE SUCH 4. BE WARY OF VISITORS 5. A CLOSING NOTE ABOUT EMPLOYEE RESISTANCE CHAPTER 6 KEY NO. 4: AGREEMENTS TO PROTECT TRADE SECRETS 1. DAMPENING THE ALOHA SPIRIT 2. THE IMPORTANCE OF WRITTEN AGREEMENTS 3. CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENTS WITH EMPLOYEES 4. CONFIDENTIALITY AGREEMENTS WITH OUTSIDERS 5. PARTIES THAT REFUSE TO SIGN CONFIDENTIALITY AGREEMENTS 6. NONCOMPETITION AND NONSOLICITATION AGREEMENTS 7. CONFIDENTIALITY AGREEMENTS PROTECT AGAINST MOST THREATS PART III: TRADE SECRETS IN PRACTICE CHAPTER 7 INVESTIGATING SUSPECTED TRADE SECRETS THEFT 1. INFORMIX TO ORACLE'S EMPLOYEES: CAUTION: DINOSAUR CROSSING 2. AVOIDING INFORMIX'S FATE 3. ACT IMMEDIATELY IN RESPONSE TO SUSPECTED TRADE SECRET MISAPPROPRIATION 4. ATTORNEYS SHOULD DIRECT THE INVESTIGATION 5. CONDUCTING A TRADE SECRET INVESTIGATION A. GATHERING B. INTERVIEWS C. MONITORING 6. THE INVESTIGATION IS OVER. NOW WHAT? A. DO NOTHING B. FIX THE LEAK C. TALK TO THE ALLEGED MISAPPROPRIATOR D. SEND LETTERS E. ALTERNATIVE DISPUTE RESOLUTION F. FILE A CIVIL LAWSUIT G. NOTIFYING LAW ENFORCEMENT OFFICIALS 7. LOOK FIRST, LEAP SECOND CHAPTER 8 KNOWING WHAT YOU'VE GOT AND WHETHER YOU'RE DOING ENOUGH TO PROTECT IT: A TRADE SECRET AUDIT 1. AN INFORMATION ADDICT MISAPPROPRIATES $400 MILLION IN DUPONT'S TRADE SECRETS 2. A TRADE SECRET AUDIT DEFINED 3. TO AUDIT, OR NOT TO AUDIT? 4. THE AUDIT TEAM 5. THE CONTENT OF A TRADE SECRET AUDIT: IDENTIFYING THE COMPANY'S TRADE SECRETS, THEIR LOCATION, THEIR VALUE, AND WHAT IS BEING DONE TO PROTECT THEM 6. THE AUDIT REPORT 7. ACTING ON THE AUDIT REPORT 8. AUDIT, REPORT, THEN REPEAT (A FEW YEARS LATER) CHAPTER 9 TRADE SECRET LITIGATION: WORKING WITH COUNSEL NOTES TABLE OF CASES INDEX