Best Practices

• Jurisdiction: Maryland

VIII. BEST PRACTICES

For confidential information to be characterized as a trade secret, it must derive economic value from not being generally known, and its owner must engage in reasonable efforts under the circumstances to maintain its secrecy.²⁸⁶ The following non-exhaustive list of best practices may be used as a guideline when discussing appropriate methods of maintaining security within your practice and protection of clients' trade secrets and confidential information.

➢ Properly screen potential new employees and advise new hires not to use confidential business information, materials, and contact information belonging to previous employers.

➢ Utilize appropriate non-compete, non-disclosure and/or non-solicitation agreements with employees, vendors, customers, independent contractors, and for potential business deals like acquisitions.

➢ Inventory proprietary information and conduct periodic audits of information considered appropriate for trade secret protection to determine: (1) items and scope of protection; (2) sufficiency of protective measures and need for modifications; and (3) existing gaps in protection that pose a risk of security breach or disclosure of trade secrets.²⁸⁷

➢ Instruct employees on the nature of trade secrets and provide them with an employment manual containing written policies and procedures for the protection and treatment of proprietary information, as well as employee obligations to maintain the confidentiality following employment severance and during the course of any future employment. As electronic data storage and transmission are now vital to most business operations, it is advisable to administer a written policy that specifically addresses proper use of email to minimize the risk of inadvertent or intentional disclosure through employee misuse.²⁸⁸

➢ Enact procedures to restrict access to confidential information (e.g., password/encryption protected computers, security measures for storage of documents and other items).

➢ Limit remote access to confidential computer files and employ firewalls, or in the alternative, completely remove sensitive information from the company server.

➢ Institute proper procedures for destruction of outdated and draft confidential documents (i.e., shred paper documents, erase or encrypt electronic media, delete hard drive memory from copiers/printers, and secure on site trash receptacles containing confidential information).²⁸⁹

➢ Label confidential information clearly and

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