Protecting trade secrets in Indiana

See below for my post below about how Indiana defines trade secrets. Now about protecting those trade secrets.

Remember this: no trade secrets unless the business uses reasonable efforts to keep them secret.

Reasonable efforts do not require a business take "overly extravagant, measures to protect its secrecy." Figure out who must have access to the information, document these persons know that the information is a trade secret, and restrict access to everyone else. Determining those who must have access to the information must depend on the business, but should include employees, vendors, supplier or job candidates.

A non-disclosure agreement accomplishes the documentation. For employees, the business needs a non-competition agreement incorporating a non-disclosure agreement. By signing a non-disclosure agreement, the person given access to the information acknowledges the existence of a business' trade secret. Others need only a non-disclosure agreement. As misappropriation of a trade secret requires the person acquiring the information knew of it as a trade element, a non-disclosure agreement eases proof of a necessary element.

In the past week, the Indiana Court of Appeals handed down an opinion showing how important a well drafted non-disclosure agreement/non-competition agreement can be in a case. See Timothy Glenn v. Dow Agrosciences, LLC . I think the employee presented himself as one who would not misappropriate trade secrets while Dow appears to have bungled its non-competition agreement. With the non-competition agreement being defective, Dow completely lost the preventive effect of its non-disclosure agreement. One can say that Dow only lost its ability to get a preliminary injunction. Consider that at issue here is information in Mr. Glenn's head, that nothing keeps him from using what is in his head other than the threat of monetary damages, and that getting those monetary damages involves costs and the risk of proving those damages. Protecting a business' trade secrets from employees means a well-drafted non-disclosure/non-competition agreement.

The business must do more than execute non-disclosure agreements. Keeping information secret includes securing the information with passwords on computers, a locked area for hard copies, marking things as confidential, keeping the public away from seeing devices or techniques. Accomplishing these goals means the business needs to establish directives on how its employees are to handle this information and educating its employees about these directives. Then the business must consistently enforce these rules.