Trade secrets lose their protection if they are known to all. As a general rule, companies only apply measures such as restrictions on the disclosure of trade secrets to certain key employees who really need to know about this information. As noted above, the security efforts described in this chapter, including confidentiality agreements, restrictive agreements and the establishment of physical barriers, are also used to prevent access to the protection of their trade secrets. Franchisees should agree to implement internal protocols to ensure adequate protection against the loss of trade secrets due to theft by employees. These internal protocols may include employment policies and procedures, training, confidentiality agreements, non-competition agreements, security procedures (for paper documents, physical and electronic information) and exit interviews. Franchisees should be asked to agree to strictly limit access to user manuals to the most important employees, who must be aware of the information they contain in a proven and valid manner to fulfill their position. Franchisees should also be asked to scrupulously comply with all manual provisions regarding the maintenance, storage and use of manuals and all related proprietary information. The franchise agreement should include an agreement that the franchisee will not dismantle, decompose or decompose the franchisee`s trade secrets and that its staff will also recognize the same agreement. The franchisor should also include provisions in the agreement limiting the unauthorized use and disclosure of the system`s trade secrets. It is also important to prohibit the franchisee and its employees from publishing articles or press releases relating to the franchise or its activities until they are verified and approved for the first time by the franchisor.
Additional clauses should be considered to ensure that confidential and secret information remains privileged during and after the end of the agreement. In the event of a breakdown of the relationship, the franchisee, regardless of the reason for termination, must be contractually obliged to immediately return the information identified by the franchisor as confidential, protected and secret information. This should include operating manuals and any correspondence or other documents that embody or discuss trade secrets. Post-rescission obligations may also require the franchisee to sign confirmation that the franchisee and its employees have no interest in the ownership of trade secrets, manuals or articles that discuss or contain confidential information or trade secrets. A franchisor wishing to impose a confidentiality provision or a law protecting trade secrets must first determine the scope of the secret information and determine whether the franchisor has sufficiently identified the information and justified its intention to protect and keep the information confidential. Many of the existing invention agreements have a provision requiring staff to list private inventions that should not result from the magnitude of the invention project. Some existing invention agreements overload and unfairly burden the worker to list all of his inventions, even if they were created before employment with the current employer or have nothing to do with the current employer`s business.