Sometimes working with independent contractors is just the right option for certain projects. You have to make sure that you are protecting your current intellectual property, and you have to be sure that any trade secrets that are developed remain in your control. This means that you need to be especially careful when it comes to what exactly is in the contracts you offer to any independent contractors. Our Long Island, NY commercial litigation lawyers can help you draw up airtight agreements that protect your company.
What Are Trade Secrets?
First, it’s important to establish what trade secrets are. You cannot just call anything a trade secret. It must be something that is:
- Information that is not generally known outside of an owner’s organization
- Beneficial economically or from a business standpoint because others do not know it
- Generally kept secret by the owner
If something can fit these criteria, it can be classed as a trade secret.
How Can I Protect Existing Trade Secrets From Contractors?
You do not just need to worry about others developing useful trade secrets while in your employ. You must also think about your current assets. This means that your contracts with independent contractors must not leave any room for ambiguity. It has to be clear that any existing trade secrets are your property and that the contractor cannot share anything that they learned from your company with others.
This often means the use of a nondisclosure agreement. This needs to be clear that there is a not a time limit or that it only applies to their tenure with the company. What is confidential needs to be clear and the penalties for revealing something confidential need to be obvious.
What Happens If a Contractor Develops a New IP or Trade Secret?
Then your contracts also need to make it clear what happens if an independent contractor develops intellectual property that can be used by your company. In most cases, if an employee tries to claim ownership of a trade secret this argument can be easy to shut down. They work for you directly. They made something while working for you, with you and your company’s resources. So you can retain ownership of it.
A relationship with an independent contractor is a bit different. They are not your employee. So you need to be sure that any contracts signed with them makes it clear that you have ownership of what they create while they are working with you. Leaving any gaps or holes in your employment agreement can leave valuable trade secrets unprotected.
Talk to an Attorney Today
If you have any more questions about protecting your intellectual property, contact David A. Gallo & Associates LLP. We can help give you peace of mind no matter who is involved in your company’s next major project.
