Although an idea - a business information or valuable know-how - is not protectable by specific intellectual property rights, it can still be secured via contractual mechanisms - by setting up confidentiality obligations. When you meet potential business partners you will have to disclose your idea, explain its intended purpose and describe your expectations concerning the future product or service. It is true that once learned information/know-how cannot be forgotten by your interlocutors.
In certain cases, having licence rights to a patent will not be enough for the licensee to use, exploit or manufacture the related invention in an efficient way. Beyond the patented innovation, the licensee will in many cases need access to the unpatented technical information which relates to it.
All types of information can be exchanged under non-disclosure agreements, such as ideas, know-how, descriptions of inventions, chemical formulas, research or business information and negotiations, among others. The common characteristic, however, is that the disclosed information is valuable to the disclosing party to the extent that it must be kept away from the public domain.
Non-disclosure agreements, also called confidentiality agreements, are legally binding contracts establishing the conditions under which one party (the disclosing party) discloses information in confidence to another party (the receiving party).
Trade secrets are not protected by a specific intellectual property right. Therefore trade secrets do not confer “proprietary rights”, meaning that the holder of a trade secret does not have exclusive rights over the information. Thus, to protect trade secrets, organisations are advised to take measures and implement a range of best practices to make sure that the trade secret is kept confidential.
These measures and best practices include:
A trade secret refers to information which meets the following requirements: