How do you legally make something a trade secret?

Answer 1

First, ignore the advice of those who don't know the difference between trade secrets and patents.

Second, make sure it is something unique enough to have value to the business. (It doesn't need to be completely without precedent, because that is a requirement for patentability, not for trade secret protection.) It might be a way of doing things (like Coke's secret recipe), a list of clients, or something like that. Basically, if someone else is very likely to come to the same "secret" by their own efforts, you will have trouble enforcing any trade secret law against them.

Third, make it a secret. Do not allow access to the information or process to anyone except those who absolutely need to know about it. Have those people sign non-disclosure agreements prior to them being given access to the secrets. (You will probably want a locally licensed attorney to draft these for you, because a poorly written one can wind up unenforceable.) Mark the documents, office space, etc., with indications that unauthorized entry or use (or whatever) is not permitted and will be punished with dismissal.

If you have something that (1) is a secret, that (2) has value to your business, and that (3) you take reasonable steps to keep a secret, then you will generally have a legal trade secret. People attempting to or actually accessing those secrets will generally be liable to a law suit in your State's courts for a violation of trade secrets, misappropriation, unfair competition, or some combination of those claims.

If you really have something valuable to protect, I would very strongly advise you to contact a locally licensed attorney specializing in intellectual property law. Your local or state bar association can probably refer you to one, if you would like some help. Good luck.

Answer 2

Whenever your legal rights are at issue, always consult with a licensed attorney. Laws also vary by state.

That being said, the general idea of a trade secret is that a company has taken specific steps to ensure the information is not available to the public. The information must also generally be restricted to key personnel only, and not just available to any employee.

Trade secrets also must be special, relative to other data the company holds. So, a company can't just declare all of its internal records a trade secret. In fact, companies that have tried have sometimes been held by the courts to have lost the trade secret privilege because they used the term too indiscriminately.

Where trade secrets can be worth thousands or millions of dollars to your company, it's worth speaking to a licensed attorney to find out the proper legal procedures to protect this investment.