Trade Secrets
Successful business is difficult when a company has contradictions with employees and business partners due to the disclosure of important information for the company. You can protect the interests of the company using the trade secret mode. In this case, civil contracts are concluded with employees and business partners: agreements on non-disclosure of trade secrets. In addition to such agreements, resident companies of the Hi-Tech Park may enter into non-competition agreements with employees. Disputes in the areas of trade secret protection and non-competition usually arise with employees who have violated the terms of these agreements. Disputes about the disclosure of trade secrets may arise between a company and business partners. Our lawyers help clients resolve disputes in the field of protecting such protected information and always find the best ways to resolve disputes in the interests of the client.
What Is a Trade Secret?
A trade secret is any information of commercial value that meets legal requirements and is protected under a special confidentiality regime. This includes manufacturing know-how, business processes, formulas, or other proprietary data. Trade secrets are primarily governed by the Law on Trade Secrets, which outlines how such information must be handled to qualify for protection. Other key laws, such as the Civil Code, Labor Code, Criminal Code, and laws on information security, also address how trade secrets are established, modified, and safeguarded. Together, these rules form a solid legal framework to secure sensitive business information.
Secret Policy
To have information legally recognized as a trade secret, a confidentiality regime must be established. One common way is by adopting an internal document, such as a Trade Secret Policy. The law does not set strict rules on the form or content of this document, leaving companies free to shape it to their needs. Typically, a Trade Secret Policy defines key terms, lists what qualifies as a trade secret, outlines employee duties, and sets out liability for breaches. This document plays a crucial role in protecting sensitive business information within the organization.
The main terms of the trade secret agreement
1. Trade Secret agreement with employees
The main terms of the trade secret agreement that the company enters into with an employee:
- Confidential information.
- The procedure for the employee’s access to such information.
- The rights and obligations of the company and the employee related to trade secrets.
- The period during which the employee must keep the information. This period may be longer than the duration of the contract that is concluded with the employee.
- Conditions for the employer company that it organizes notification of an employee about a change or cancellation of a trade secret.
trade secret agreement
2. Trade Secret agreement with business partners
Such an agreement is concluded with business partners when they gain access to the company’s trade secrets after they have concluded the main agreement. Under such an agreement, the parties must ensure the confidentiality of trade secrets. The agreement can be concluded before or during the validity of the main agreement. The main terms of the agreement:
- A list of information that relates to a trade secret.
- Circumstances where a business partner may use this information.
- The period of time during which the business partner must keep the information transmitted to him secret, including after the termination of the main agreement.
We recommend you to include in the trade secret agreement a condition on how the business partner ensures the confidentiality of information.
trade secret protection
1. Disputes with employees, including former ones
An employee who has signed a trade secret agreement and violated the terms of the agreement, the employer company can recover damages in court. Before that, you need to offer the employee to reimburse the damage voluntarily. This can be done when the employee has not been fired yet. If the employee refuses to compensate for the damage, the employer decides whether to recover the damage in court.
In addition, in court, an employee, even a former one, can be charged damages, including lost profits, which he caused to the company by his illegal actions. When a penalty is provided for in the trade secret agreement, it can also be collected.
Disputes with employees, including former ones, are considered by the civil court. Before the case is considered, the state fee must be paid as a percentage of the amount that is collected in court.
2. Disputes with business partners
A business partner who has violated a trade secret agreement can be sued for damages, including lost profits. When there are conditions for a penalty in the agreement, it can also be collected. When a trade secret dispute has arisen between companies, individual entrepreneurs, then before going to court, the owner of the trade secret needs to send a claim to his business partner. Disputes with business partners are considered by the economic court.
non-competition agreements
Non—competition agreements are concluded by Hi-Tech Park resident employers with employees who have high professional competencies and value in the labor market. Employers decide for themselves whether to enter into such agreements with employees or not.
According to such an agreement, the employee:
- must not work for hire or under a civil contract with competitors of the employer during the period specified in the agreement;
- undertakes not to open his own business in the same field;
- undertakes not to participate in the management of the employer’s competitor companies.
The main features of the non-competition agreement
The non-competition agreement defines the territory in which the employee must fulfill his obligations listed above, the type of activity for which an employee commits to non-competition, and responsibility for violation of the agreement.
The non-competition agreement may be valid for up to one year after the employee is dismissed from the company. In this case, the company must pay at least 1/3 of the average monthly salary to the former employee for each month after dismissal. This amount is calculated from the employee’s salary for the last year of work in the company.
Disputes of non-competition
Disputes with employees, including former ones, who are not related to running a business, are considered by the civil court. A company that believes that its interests have suffered in connection with a violation of the non-competition agreement may recover damages, in particular, in the form of compensation paid to a former employee after dismissal and a penalty provided for in the non-competition agreement. The court does not reduce the amount of such a penalty. Before going to court, you need to pay a state fee as a percentage of the amount that is being collected.
Non-Disclosure Agreement for Trade Secrets
The Law on Trade Secrets gives employers the right to sign a non-disclosure agreement (NDA) with employees who have access to confidential business information. This NDA is a civil contract between the owner of the trade secret (or someone granted access) and an employee. It sets out each party’s obligations to protect the secrecy of sensitive information. The law does not impose a standard form, so employers can draft the content to fit their needs. Typically, the agreement details rights and duties, access procedures, liability, and how long confidentiality must be maintained. It may also include bonuses for compliance and penalties for breaches. Even after employment ends, the employee must keep trade secrets confidential for the term of the NDA or until the secrecy regime is lifted, whichever comes first.
Our Services
Why Protect Trade Secrets?
Key Provisions of Non-Compete Agreements
Duration
Specifies how long after employment or business ties end the individual is restricted from competing, ensuring the company’s interests remain protected for a reasonable, legally enforceable period.
Geographic Scope
Defines the area where restrictions apply — from a specific city to an entire state or country — tailored to the company’s market reach and competitive risks.
Scope of Restrictions
Details the types of competitive activities prohibited, such as working for direct rivals, starting a similar business, or soliciting key clients, to clearly limit unfair competition.
Compensation
Outlines payments to the individual for agreeing to the restrictions, including amount, timing, and terms — often critical for enforceability, especially with former employees.
Liability
Sets out consequences for breaching the agreement, including potential financial penalties or obligations to cover losses caused by violating the non-compete terms.
What Cannot Be Considered a Trade Secret
Key Mechanisms for Protecting Trade Secrets
Data Identification
Create a clear list of information to protect, such as marketing plans, proprietary technologies, and customer databases, ensuring everyone knows exactly what qualifies as confidential.
Trade Secret Policy
Develop internal rules that outline how to handle sensitive data, set access conditions, and spell out penalties for breaches to build a solid framework of protection.
Access Control
Implement badge systems, encryption, passwords, and monitoring tools to restrict who can view or handle confidential information, reducing the risk of leaks.
Technical Safeguards
Use specialized software like DLP (Data Loss Prevention) systems to oversee data flow, block unauthorized transfers, and strengthen overall information security.
Industries That Use Non-Compete Agreements
Technology & IT
Tech companies rely heavily on NCAs to protect proprietary software, algorithms, and unique technical processes. They prevent former employees from leveraging insider knowledge to develop similar products or join direct competitors, safeguarding intellectual property that often forms the core value of these businesses.
Financial Services
Banks, investment firms, and insurance companies use NCAs to keep sensitive financial data secure and discourage former employees from poaching clients. These agreements help maintain long-term client relationships and protect detailed financial strategies that competitors could exploit.
Consulting
Consultancies often require NCAs to shield proprietary methodologies, market research, and carefully built client lists. This ensures that former consultants don’t establish rival practices or take clients with them, which could undermine years of brand building and trusted advisory work.
Retail
Major retailers and franchise chains use NCAs to stop former managers or employees from opening competing stores nearby. This protects market share, pricing strategies, and local customer relationships that are critical to sustaining profitable retail operations.
Manufacturing
Manufacturers rely on NCAs to keep trade secrets like specialized machinery settings, production techniques, or supplier arrangements confidential. By restricting former employees from sharing or using these advantages elsewhere, companies protect competitive edges that took years to develop.
Healthcare
Hospitals, clinics, and private practices use NCAs to keep patient bases intact and prevent medical professionals from opening nearby practices that could lure clients away. They also safeguard sensitive treatment protocols or business processes unique to the healthcare provider.
Film & Creative Industries
Production companies, studios, and agencies may employ NCAs to protect storylines, scripts, and unique creative concepts. This helps ensure that insiders don’t take original ideas to competing studios or start rival projects that dilute or replicate key artistic properties.
Construction & Real Estate
Builders and real estate firms use NCAs to prevent former employees or partners from starting competing businesses in the same region. These agreements help protect specialized construction methods, supplier networks, and long-standing client contracts essential to the business.
Marketing & Advertising
Agencies draft NCAs to keep client rosters and innovative campaign strategies confidential. They help ensure that employees who leave don’t pitch the same ideas or entice major clients to follow them to new firms, safeguarding creative assets and revenue streams.
Key Points to Consider When Signing an NCA
Timing of the Agreement
NCAs are typically signed at the start of employment or partnership. Once the relationship ends, there’s little reason for former employees or contractors to agree to new restrictions.
Local Legal Validity
The enforceability of NCAs depends on local laws. Some regions, like California, heavily restrict them. Courts may also strike down agreements deemed overly broad or unreasonable.
Who Should Sign
NCAs aren’t for everyone. They’re usually reserved for employees, contractors, or partners with access to sensitive data, proprietary technology, or strategic business information.
Key Mechanisms for Protecting Trade Secrets
Data Identification
Create a detailed list of valuable confidential information, such as marketing plans, unique technologies, and customer databases, to clearly define what needs protection under your company’s secrecy policies.
Trade Secret Policy
Develop an internal policy that sets rules for handling confidential data, outlines access conditions, and specifies penalties for unauthorized disclosure, establishing a strong framework for internal compliance.
Access Control
Use security passes, encryption, passwords, and monitoring systems to strictly limit who can view or handle sensitive information, significantly reducing risks of leaks or misuse.
Technical Safeguards
Implement advanced software solutions like data loss prevention (DLP) systems to track, restrict, and secure data flows, actively protecting confidential business information from unauthorized access or transfer.
Why Us
Experience
We’ve been around the block. With years handling tough cases and complex deals, we know exactly how to navigate the pitfalls and keep your business protected where it matters most.
We Speak Your Language
No dense legal waffle here. We break things down in plain English, so you always know where you stand and what’s next—no guessing, no surprises.
We Solve Problems
You’ve got issues, we’ve got answers. Whether it’s drafting airtight agreements or tackling sticky disputes, we roll up our sleeves and get to the heart of the matter fast.
We Deliver Results
alk is cheap. We let our track record do the talking—solid agreements, smarter protections, and outcomes that keep your business ahead of the curve.
Personalized Approach
Cookie-cutter solutions aren’t our style. We get to know your business inside out, then build strategies that fit like a glove and actually work for you.
Cost-Effective Solutions
Smart doesn’t have to mean expensive. We keep things lean, practical, and laser-focused on what brings the most value, so your money’s always well spent.
Contact us
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LawyerLegal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
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AddressOffice: 1 Krasnaya str., Minsk, Republic of Belarus Postal address: 1 Krasnaya str., Minsk, Republic of Belarus
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Working hoursMonday-Friday 9:00-19:00
