Virtually every business in Ohio or elsewhere accumulates information that it regards as its property. Over the last twenty years, such information has acquired the title “intellectual property.” Defined as a broad category for intangible assets owned and legally protected by a company, nearly every knowledgeable business owner can easily identify the information that it regards as its own intellectual property. The issue for these business owners is protecting this information from disclosure to competitors or others who are not authorized to have access to the information.
The Uniform Trade Secrets Act
Like most states, Ohio has passed a version of the Uniform Trade Secrets Act. This statute shares a relatively common definition of trade secrets, which says “information, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, . . .”
The information must derive “independent economic value or potential” from not being “generally known” to others who can obtain economic value from its disclosure. The information must also have been subject to reasonable efforts to maintain its secrecy. Does this statute provide adequate protection for intellectual property?
The answer is “not in every case.” A much more effective method of protection is a non-disclosure or confidentiality agreement that is crafted to suit a business’ unique situation. For example, the UTSA only protects information whose secrecy has been protected by the owner. A uniquely tailored non-disclosure agreement could define confidential information by the application of a label or storage in a limited access filing area.
Protecting confidential information
Any business that wants to ensure the secrecy of its business secrets may wish to review its confidentiality needs with an attorney who is familiar with protecting intellectual property. A knowledgeable attorney can suggest language that will extend the protections of the USTA and ensure that a company’s confidential information will, in fact, remain confidential.
