Prosper Autumn, Black Country Chamber of Commerce magazine

ADVERTORIAL SPOTLIGHT: THURSFIELDS
Keeping it hush-hush
Hannah Clark of Thursfields Solicitors looks at the issue of
confidentiality in the workplace and considers what
information can be safely described as ‘confidential’ – and
what businesses can do to keep their secrets safe
Information is one of a business’s greatest
assets. There are lots of reasons to keep
certain information confidential and they
are largely based on the financial integrity
interests of the business.
Knowing how the product is priced, who
the suppliers are, who the customers are,
how the product or service is created, etc,
can all be vital to the financial integrity of
the business.
There are four types of information:
Public information – this is information
that is in the public domain and can be
accessed on a non-confidential basis. For
example, the information about your
company that is filed with Companies
House – who your shareholders are, who
your directors are, your annual accounts.
You cannot generally protect this – it’s
already out there for the world to know.
Knowledge and skill – this is
information that a person picks up “on the
job” which is confidential but it is in their
head just by virtue of being used. For
example, an engineer uses a method of
repairing a machine that is only known by
your business but because they are
regularly carrying out your processes, it’s in
their head and they would naturally take it
with them if they left.
Mere Confidential Information – this is
confidential information which is more
easily protected. Employees only have a
duty to keep mere confidential information,
confidential during their employment, so
you should consider including specific
confidentiality clauses in their contracts of
employment so the information is
protected post-employment, too.
Trade Secrets – “Need to Know” “For
your eyes only!” – the most confidential of
confidential information.
That is why it is very important to protect
that information. There are some practical
steps you ought to take, such as password
protecting confidential information,
restricting access to only those who need
to know, and actually marking it as
“confidential”.
All of these steps practically
demonstrate you value the information and
are serious about its protection.
You would find it very difficult to argue
that information should be classified as a
trade secret if you leave it lying around the
office (or server) for anyone to read, copy,
access or take.
The big danger areas arise when that
information has to be shared. That is where
contractual safeguards can assist. There is
merit in having in place a non-disclosure
agreement at the point that negotiations
begin. It can be hard to evaluate whether a
commercial relationship will work without
sharing some information.
The commercial relationship may
generate information which needs to be
protected, either because a consultant is
advising and making recommendations or
the research and development is
identifying new product or service
methodologies, new market data, etc. It’s
important therefore to also ensure that
there are appropriate confidentiality
protections in your terms and conditions.
The timing of the protection can also be
crucial. Most confidential information has a
shelf life – marketing strategies or pricing
information may become obsolete after 12
months. Other information may need to
remain confidential forever – the secret
recipe for KFC or Coca Cola, for
example. It’s important that any
protections put in place, are in place for
a sufficient period to provide the
necessary protection.
Thursfields’ Commercial Team can
assist you in protecting one of your
most valuable assets. For more
information contact Hannah Clark on
0345 20 73 72 8, email info@
thursfields.co.uk or visit
www.thursfields.co.uk.
PROSPER AUTUMN 2022 27