Fill and Sign the 05 Form Sample Trade Secret Policy with Employee

-1 § 6.05 Form: Sample Trade Secret Policy with Employee, Consultant, and License Forms 1. Policy The objective of this manual is to detail the policy and procedures of the Information Services Department of The XYZ Corporation (XYZ) regarding the classification and protection of its Computer Software and other confidential and proprietary information and materials as Trade Secrets. This policy supplements and is implemented in conjunction with The XYZ Corporation Copyright Policy and the Data Security Policies and Procedures Manual. It is XYZ's policy that its Trade Secrets be explicitly designated, marked and protected in accordance with the criteria and procedures as set forth below. 2. Scope of Policy For purposes of this policy statement, the term Trade Secret shall include (i) all Computer Software (as defined in Section 4.3) developed by or for XYZ, regardless of the media on which it is stored and regardless of the stage of development, (ii) all documentation, drawings, diagrams, specifications and other related material created during all stages of the development of such Computer Software, (iii) all graphic audiovisual displays and sequences generated by the Computer Software, (iv) client list, prospect list, employee list or like information, (v) all information relating to services provided or to be provided for clients, and (vi) all information designated as a Trade Secret in accordance with the criteria and procedures set forth in this manual. This policy applies to all Trade Secrets developed by or for XYZ and by contractors when produced under a development contract for XYZ where, under the terms of the development contract, XYZ obtains ownership of or rights therein. This policy applies to all Information Services Department employees and consultants having access to such Trade Secrets. 3. Responsibility -2 The Local Security Administrator 1 shall have final responsibility and authority for determining which information shall be considered Trade Secrets of XYZ in accordance with the procedures and criteria set forth in this manual. Managers in charge of software development are responsible for the initial review and classification of XYZ Trade Secrets. Each employee is responsible for immediately notifying XYZ's General Counsel in the event of the discovery of any disclosure or threatened disclosure of a XYZ Trade Secret or any breach or threatened breach of a confidentiality agreement with respect to such Trade Secret. 4. Definitions 4.1 Trade Secret Any information or idea which is valuable to a business, is treated as confidential and not disclosed to competitors or freely made available to other third parties qualifies as a trade secret. A trade secret may consist of any formula, pattern, device or compilation of information which is used in one's business, and which gives him an opportunity to obtain an advantage over competitors who do not know or use it. It may be a formula for a chemical compound, a process of manufacturing, treating or preserving a pattern for a machine or other device, or a list of customers. Restatement of Torts § 757, comment b. Often cited as the most important element of a Trade Secret is the element of secrecy itself. Published Works (as defined in Section 4.2 of the The XYZ Corporation Information Services Department Copyright Policy), which are freely distributed to the public, are not protected as Trade Secrets, but can be protected under the copyright laws. Unpublished Works (as defined in Section 4.4 of The XYZ Corporation Information Services Department Copyright Policy), which are not freely disclosed but are made available only pursuant to agreements incorporating retention of ownership and confidentiality provisions, are protectable by both copyright and trade secret laws. In general, XYZ's Computer Software should either be protected by appropriate confidentiality restrictions or should remain undisclosed. However, exceptions may be made for products which are intended for 1 See Data Security Policies and Standards Manual. -3 mass distribution. Such products shall be treated as Trade Secrets until they are offered for distribution. Some amount of disclosure is required to market XYZ Computer Software. For a discussion of XYZ's policy with regard to such marketing, see Section 8 hereof.4.2 Restricted Certain specific Trade Secrets, such as computer programs, client lists, employee information and marketing plans shall be classified and marked as "Restricted." Special care shall be taken to limit the distribution of such documents, as set forth in Section 9, to ensure their continued status as trade secrets. 4.3 Computer Software Computer Software includes system software, applications software and firmware. Such software will be manifested in one of the following forms: