In a growing, competitive and technological age, controlling the dissemination of confidential business information must be a priority in the minds of all business owners. The modern employee possesses the wherewithal to digest and potentially misappropriate the specialized, confidential and proprietary information only your business provides the marketplace. In such circumstances, “best practices” suggest a noncompete agreement be put in place—either within a company’s employee handbook or a separate agreement. However, not all corporate entities recognize the proprietary nature of its’ business practices or methods, leaving a business exposed when the employment relationship is severed. If an employee defects, taking with them “trade secrets” of the company, Florida’s Uniform Trade Secrets Act, Chapter 688, Florida Statute, provides an additional safeguard, a remedy at law, when a business neglects to execute an enforceable or written noncompete agreement.
What is a Trade Secret?
To obtain relief under Florida’s Uniform Trade Secrets Act (FUTSA), the former employer must prove: (1) the existence of a trade secret; and (2) that the former employee misappropriated or is threatening to misappropriate the former employer’s trade secret. Thus, the million-dollar question … what is a trade secret? FUTSA defines a trade secret as any formula, pattern, program, device, method, technique, process or compilation of information that is used in one’s business and affords it an opportunity to obtain an advantage over competitors who do not know or use it. Generally speaking, trade secrets may include personnel files, investigative reports, internal memoranda regarding planned corporate activity, net profits of a corporation, terms of a contract between a corporation and its supplier and even customer lists not readily available to the public. That’s right! Your customer list, under certain circumstances, qualifies as a trade secret worthy of protection under Florida’s Uniform Trade Secrets Act. Your customers are the pipeline, the driving force to your company’s success. To qualify a customer list as a trade secret, it must not be readily available to the public, it must derive independent, actual or potential economic value, and lastly, a company must demonstrate it took steps to maintain its secrecy (e.g., procedural safeguards).
