Can trade secrets be so broad that they prevent employees from working in the same field or doing academic research? We all know that employees have a duty not to disclose or use trade secret information. But can trade secret be defined so broadly that, because of the duty of non-disclosure, an employee can no longer do any work for anyone else in the field, including publishing academic papers? On the one hand, trade secrets can be ideas. On the other hand, because the same science and technology are behind the workings of everything, ideas are inevitably connected to one another. For example, we know that all math formulas can be derived from well-known axioms and theorems. If an employee derives a non-trivial math equation at work that presumably is key to the firm's competitive edge, it becomes a trade secret. Is it true? If it is true, it is fine, although it can be a bit awkward occasionally. Imagine she goes back to school. "Hey professor, I know the answer to that question, but I cannot write it down on the exam paper, because the answer happens to be identical to a trade secret of my former employer that I derived 25 years ago, which I have a duty not to disclose." Take it for granted that the above derived equation is a trade secret. After leaving her job, she derives another similar equation under a different circumstance, again through general math theorems. Is this new equation trade secret? If it is true, it would be a lot more awkward, because then she has to say to her professor: "Hey professor, I deserve an A, but I cannot answer any of the questions in the exam, because all of them are in whole or in part related to a trade secret formula I derived for my former employer 25 years ago." If Newton had discovered gravity when he had been working for some firm to whom the law of gravity was important, then it appears to me that the law of gravity would become a trade secret, and it essentially means Newton could not do physics for anyone else. Of course, it would not prevent me, Tom, who had never worked for that firm, to rediscover gravity and publish it. People were asking for realistic examples. One example I can think of is algorithms in the game industry. In 3D games, it is necessary to detect if a character bumps into the wall or other characters. This is called collision detection. The algorithm is some mathematical equations derived from basic 3D geometry. A lot of work is in the public domain (thank God!). But let's say that a star software developer found some opportunities to optimize the public algorithm to make it run faster on some occasions, and went ahead to make the tweaks at work, so that now the algorithm is 30% faster and important to the competitive edge. The code itself of course belongs to the firm by copyright laws. However, what about the tweaks that are essentially math equations? My guess is that they belong to the firm too as trade secrets. Going further, let's say the person leaves for a different firm or goes on to pursue a Ph.D. in 3D geometry. Is she not only not allowed to use the same tweaks (not code but only abstract equations derived for the last firm), but also likely not able to make new, similar tweaks? You may say maybe she should be creative and make different tweaks. But the challenge she is trying to solve (the algorithm is too slow) is the same and the solution is similar too, because everything is derived from first principles, and there is no getting around. It is like asking "Can you be more creative and come up with a new formula that calculates how long it takes for an apple to drop to the ground from the three-story house?" Not possible. Okay maybe one can use the relativity theory for the new firm. But for the next, next job, she runs out of formulas. From the view of the new firm, it is not that bad, because it is perfectly legal for her colleague, who has never worked for her old firm, to invent these same tweaks or similar tweaks. But for her personally, the consequence was terrible.) In her Ph.D. study, does it mean that she can never derive any equations that involve the derivation of the tweaks? (Because math theorems are all linked with each other, does it mean she can never work on math? Maybe she can write novels instead.) If this is true, the consequence is profound. It implies that a lot of high-level creative knowledge worker will have to switch field when they switch firm or go back to school. The reason for this question is twofold: There are a lot of resources and discussions on how to protect trade secrets from the employer's perspective, but little is said about the employee's rights. Trade secret protection, without clarity, can be abused by the deep-pocketed as a tool of intimidation, hampering innovation. Explicit lawsuits might be rare, but the implicit threats of potential lawsuits can intimidate people out of doing what they are talented to do.
Can an idea be a trade secret? Certainly -- most trade secrets are ideas. The thing is, unlike copyright, patents, or trademarks, trade secret isn't a very strong form of protection. Trade secret legislation only protects against certain "unfair" methods of obtaining the secret. Independent invention is perfectly fine: if I figure out on my own what the secret formula for Coca-Cola is, there's nothing the Coca-Cola company can do to stop me. Reverse engineering is also fine: if I take a bottle of Coke to a chemistry lab and analyze the ingredients, there is again nothing the Coca-Cola company can do. Additionally, a company wishing to make something a trade secret needs to take active steps to preserve that secret. Continuing the Coca-Cola example, they might require anyone reading the formula to first sign an agreement to not disclose what they read.
What interests me, is if the company that will be fulfilling the &quot;abracadabra&quot; request is able to not provide &quot;hocus pocus&quot; emails (internally — or later in the litigation, if the truth is uncovered — justifying it that the team fulfilling the request does not speak the language and was unaware of the existence of these communications in a foreign language)? Are there legal mechanisms that prevent such defense using &quot;foreign language&quot;? The legal obligation in discovery is to produce compliant documents without regard to their language. Good faith efforts need to be used. Generally speaking, a mere single language boolean or key word search of a database is not a sufficient effort to meet that obligation. Somebody was involved in writing the relevant emails and the lawyer and client representative needs to talk to the people who were involved, not just search a database, to make sure that all relevant materials are disclosed by whatever means are necessary to do so. This is why discovery is often the most expensive part of litigation. This doesn't mean that every good faith mistaken omission from discovery responses results in a court sanction if it is promptly remedied if later discovered. But, compliance requires engagement of the universe of possible documents with much more knowing and intelligent understanding that the question seems to assume. For what it is worth, I have litigated a case in a U.S. court where none of the parties (nor the judge) was fluent in the relevant language (Italian) of most of the documents, but both parties understood and agreed on the meaning of the relevant Italian business documents (invoices and bank statements mostly running to hundreds of pages), and they testified to the judge regarding what those documents meant in English, without the relevant documents ever being actually translated in full by anyone. Language never became a meaningful issue, in part, because the more important issue was understanding the context of how the Italian banking system and commercial transactions were structured and once that was understood, the documents themselves were easily enough understood from context.
Is she allowed to short the stocks of some company trading in this other metal, before she publishes her result ? Generally speaking, yes. The main exceptions consist of her being under certain form of fiduciary duty toward the company of which she is shorting stock, or (2) her transactions being motivated by superior knowledge resembling insider trading or fraud. Absent an element of fiduciary duty or insider trading, what you describe is an entirely valid arms-length transaction. Indeed, this happens all the time in financial markets, except that a lawful asymmetry of information may come in forms other than the scientific discovery of new metallic alloys (example: statistical models developed by the entity). Searching for case law containing the terms in italics will show you how these concepts supposedly are applied. For instance, see Procter &amp; Gamble Co. v. Bankers Trust, 925 F.Supp. 1270 (1996): No fiduciary relationship exists ... [where] the two parties were acting and contracting at arm's length. Moreover, courts have rejected the proposition that a fiduciary relationship can arise between parties to a business relationship. (citations omitted) You will notice that the court in Procter &amp; Gamble points to case law in the sense that a party's superior knowledge imposes on him a contractual duty to disclose that information. But the notion of superior knowlege as applied in case law seems typically narrowed down to situations where the seller conceals defects for which he is responsible (Haberman v. Greenspan, 82 Misc.2d 263 (1975)) or when the concealment resembles fraud. Haberman points to a case of fraud where (1) the seller of a boat before the sale took it from where it lay and placed it afloat in a dock to prevent the examination of the bottom which the seller knew to be unsound [...]; and (2) where the seller of a log of mahogany turned it in order to conceal a hole (citations omitted). That is different from the superior knowledge that a party obtains through the design of superseding techniques. It would be extremely inept for a court to rule against a party for trading without first bringing everyone up to speed as to her superseding developments. Not only that would contradict the tenets of trade secrets, perhaps patents, and so forth, but in the context you outline it would create inconsistencies with respect to other financial instruments associated to the same perception of downside risk that is inherent to taking a short position on stocks.
As always, it depends. However, it is by no means certain that any public facing hobby project, such as a web app, is exempt from having to comply with the GDPR. Since the GDPR is only a few days old, we have of course no case law based upon the GDPR itself yet. However, when considering this, one should take the following two facts into consideration. 1. The "personal use exeption" in the GDPR is not new. The personal use exemption is unchanged from the article 3(2) of Directive 95/46/EC. (There as a lot of lobbying for removing "purely" from the sentence – but drafters wanted to keep it.) 2. Case-law under the previous regulation restricts the scope of the exception The ECJ has ruled on the scope of the personal use exception in two cases: C-101/01 C-212/13 In both these cases, the ECJ took an extremely restrictive view, and concluded that the personal use exemption did not apply to the processing done by these individuals. In C-101/01 it can be argued that the hobby project as a blogger was connected to the controllers professional activity (she was a catechist in a local church, and blogged about her work. including her colleagues). But in C-212/13, there no such connection to professional or commercial activity. Here, the controller operated a CCTV to protect his home, but set it up to also capture public space, and that was enough for the ECJ to decide that the personal use exception did not apply. Discussion Case-law based upon Directive 95/46/EC is in no way binding for a future court that need to rule based upon the GDPR. We need to wait for case-law decided under the GDPR to be able to have some degree of certainty about the scope of the "private use exception" under GDPR. However, given what we know about how the ECJ has ruled in these cases in the past, I think it is hazardous to think that just because what you are doing on the web is just a "hobby project" not connected to professional or commercial activity, you are exempt from complying with the GDPR. Conclusion IMHO, you may be exempt, or you may not be exempt. I think it really depends on your activity in your hobby project, and to what extent this project processes the personal data of other people than yourself.
The inventor or would-be developer can require potential investors to sign a non-disclosure agreement (NDA) before revealing the details of the idea. In an initial letter a statement such as &quot;This idea is being disclosed in confidence to enable4 you to consider if you wish to invest in the project.&quot; That would put the investor on notice, and if the investor discloses it to another or makes use of the idea in a competitive project, there may be grounds for a suit for breach of confidence. If reasonable precautions are taken to disclose the information only to those under a duty of confidence, and to protected it from unauthorized disclosure, it may be protected as a trade secret, and any evasion of those precautions or breach of confidence may give grounds for a lawsuit. In the US the Uniform Trade Secret Act has been adopted by almost every state. In other jurisdictions there are other similar laws. As stated in the Wikipedia article A trade secret is information that is not generally known to the public; confers economic benefit on its holder because the information is not publicly known; and where the holder makes reasonable efforts to maintain its secrecy.
I'll ignore whether a recipe is actually a good example, but I assume you're asking how a person who owns the exclusive rights to copy a thing (copyright) or to use a thing (patent) can allow multiple other entities to copy or use the thing. This is possible by granting each a non-exclusive licence. In the case that the piece of knowledge is not protected by any intellectual property regime, the holder of the information could just treat it as a secret. The information holder could enter into contracts to sell that information to various entities, each promising in return not to further disclose that information. This is the case for lots of sports data.
(IANAL, of course) My employer tells me that EVERY professional activity belongs to the company and for EVERY activity I mentioned before I need to get written permission, That's true for software (and inventions) that may be relevant for them, but not for other professional activities. which could be withdrawn at any moment. No, not in that very general sense. they can give the permission to publish possibly relevant pieces of code on SX, and they can withdraw that permission for the future. But they cannot take it back for the past. Once they tell you they don't want your invention, there's no way back from that decision (and there are legal deadlines for claiming relevance). Even if they require written permission for you to take a side job, they must give it unless they can show a valid reason against you taking the side job in question. And that would be a per-side-job decision. And it doesn't matter if I do it on my free time on my computer at home or not. That is indeed the case for copyright of software and for inventions. clause is to protect your employer from you helping anyone who is their competitor/you being their competitor while the employment lasts. This is pretty standard and, I believe, not only legal but would be the case also if they had not spelled out this to you. The lines between what is and what is not competition are sometimes a bit complicated* So, if your employer specializes in subway station surveillance systems and you work on face recognition and then help out your local pigeon breeder's association by implementing automatic door opening by camera + automated face recognition of the [unwinged] members that's close enough to touching the interests of your employer that I'd consider it off-limits unless you had talked to your employer and they are happy with this project (after all, they could be preparing similar products unknown to you). OTOH, overhauling the crappy Excel macros for the regional annual breeder's competition would be fine. And in general, the lower your position there and the further from the actual focus of the company, the more normal it is to have another job (think janitors, canteen staff of a software company as opposed to a janitor in a hire-a-janitor-service company) The general duty not be in competition with your employer also in general prevents you from being involved in a competitor business to the extent that you have noticable influence over that competitor. So the second part of clause 1 shouldn't be too surprising, neither. (update) OTOH, what may make this particular clause invalid is the requirement also for publicly traded shares that they cannot come with voting rights. I somehow suspect that thus prohibiting you from "normal person small scale ownership" of publicly traded stocks (not all of them even have non-voting shares) is undue and invalid (too broad a restriction). However, if that clause is invalid the legal default of "no competition to employer" still applies. Here's a (German language) web site of a lawyer that discusses these questions See also here https://www.hensche.de/Rechtsanwalt_Arbeitsrecht_Handbuch_Wettbewerbsverbot.html Unlike the 1st clause, this is AFAIK not a spelled out default of German employment law, but it may be a spelled out version of a Tarifvertrag (unionized group contract). In any case it is probably legal to have this clause in the contract. The point is that the employer can only forbid the side job if it is against their reasonable interests, a general "no side jobs whatsoever" would be invalid. Side note: they may even be of the opinion that employment law forces them to have some such clause: the employer has a legal responsibility to ensure that you are not working more than the number of hours allowed by law. I've had such a permission that stated the constraint that the permission is valid only as long as I ensure that I stay within those legal limits and my working ability for employer is not compromised. https://www.hensche.de/Rechtsanwalt_Arbeitsrecht_Handbuch_Nebentaetigkeit.html https://www.fachanwalt.de/ratgeber/nebentaetigkeit-als-arbeitnehmer-anmelden-zustimmung-und-muster-antrag https://www.haufe.de/personal/arbeitsrecht/top-thema-nebenbeschaeftigung/nebentaetigkeit-und-arbeitsrecht-was-erlaubt-ist_76_418602.html Copyright law for employees in Germany is somewhat difficult. the one exception is copyright of software where §69b UrhG transfers the transferrable rights automatically to the employer. Whether the software is written out of office and outside working hours is irrelevant, as long as it is done in "fulfillment of the employee's role or the employer's orders" (famous court case) so again, if at work you code facial recognition systems and in the evening the pigeon breeders accounting system, the latter is not related to your work. Your open source game is also OK unless you are employed as game developer. Also that not all code is subject to copyright. An obvious explanation on SX explaining a typical pattern would not be a creative work (though the full answer may very well be) in the first place. But for creative works other than software such as plans how to implement features, technical drawings, etc. working hours or not seems to be more important for assigning the rights and the rules seem to be more similar to employee invention law ArbnErfG): if it is outside working hours and possibly relevant for the employer, the employee has to offer it to the employer before trying to sell to someone else. The clause that employer must give permission to publication of content that is possibly relevant for them seems to me to be in line with these general rules. https://www.zeit.de/karriere/beruf/2011-06/arbeitsrecht-urheberrecht https://eventfaq.de/25510-urheberrechte-im-arbeitsverhaeltnis/ http://www.urheberrecht-leipzig.de/urheberrecht-nutzungsrechte-des-arbeitgebers-an-kreativen-leistungen-der-mitarbeiter.html * I've been advised in a situation where I still believe I was not competing, and even had a written permission, that this is the stuff that makes lawyers rich, and both employee and employer poor.... Take home message: even if you believe to legally have the right to publish on SX/contribute to an open source project, think again whether you'd want this to be the source of a conflict with your employer - or whether there isn't a win-win possibility that makes everyone happy instead. What is the most legal way to participate in public activities in such situation? I'd advise to be open about what public activities you'd like follow. Whatever the contract says, your employer can always give your more permissions. In the past, I've found the majority of employers being happy to see me contributing (some had similar clauses to yours and just wanted to know, some was happy about an open source project I brought, some like to be able to say where their employees volounteer, etc.). Although there was one who wasn't (and that did contribute to my decision to leave there). From that experience, I'd personally discuss this early on now: in case the employer turns out to be too intrusive (speak to Betriebsrat or lawyer or your union if you have one to make sure they really overstep their rights) for my liking, for me that would be a reason to cancel the contract which is easier &amp; faster during probation period.
The basic principle about copyright protection is that the expression of an idea is protected, but the idea itself is not. So wholesale copying without permission is infringing. But the abstract algorithm is not protected by copyright (and let us assume that it also isn't patented). By way of analog, an insertion sort is a pretty easy concept to grasp, and once you understand it, you can re-create it, independent of how the original example (where from you learned about the sort) is expressed. So the question is whether it is necessary for you to copy that code (copyright protects against copying), or can you independently re-express the algorithmic idea (ideas are not protected)?