This last and final part of our article takes a look at how companies should take into consideration the maintenance of their secrets with regard to their employees-both during and when they leave employment.


The final phase focuses on the relationship between a company and its employees. The latter only need to have access to sensitive and confidential information on a ‘need to know’ basis.

7.1.- Contracting an Employee

Employees should sign a document in which:

  • They recognize that the company is protecting its own commercial secrets, confidential information and intangible assets.
  • They commit themselves to following company rules with reference to industrial and commercial secrets and confidentiality.
  • They accept they should not divulge any confidential information to which they have access.
  • The company should use a standard document for all new employees to sign

7.2.- Employees Leaving

A key moment in which the firm has to protect its secrets is when employees leave.

(a)           At this time, it is advisable to:

  • Decide what information would be most worrying to lose – because of its special treatment.
  • Make an inventory of essential documents which the employee has accessed.
  • Make an inventory of electronic material to which the employee has had access including computers and software, and revise ‘last edition’, dates and ‘edited by’.
  • Revise the employee’s contract (and other documents) with the firm and check to see that s/he has signed them.

(b)          If management suspects that there has been a ‘leak’ relating to an industrial or commercial secret, or any confidential information in general, make a security copy immediately of the employee’s hard drive.


If a company wants to continue to be master of its intellectual capital, it has to protect it. If it wants to protect it, it has to make an inventory and decide upon ‘reasonable’ measures.  If after not complying with this protocol it ends up by not adopting ‘reasonable measures given the circumstances’ to protect its secrets, it could easily lose control of one its most valuable riches. Furthermore, it may not be able to prove that certain business secrets belong to them.

We hope you have found this article both interesting and useful!  Please make any comments ….

Santiago Nadal