Issue link: https://read.dmtmag.com/i/205269
COMMUNITY LAW Protecting Your Intellectual Property Before a Key Employee Leaves BY DAVID CHRISTOPHER BAKER, Esq. The departure of a key employee, whether pany must allow key employees access to IP. on good terms or bad, can be a stressful time for This doesn't mean that access should be unfetany management company. There are a myriad tered or unmonitored, and it certainly does not of issues to address including such things as sev- mean that employees should be allowed the operance packages, COBRA benefits and the portunity to copy, alter or even delete such intransition of open matters to continuing em- formation with impunity. You must institute ployees. But, one of the most difficult aspects of and regularly enforce your IP protection protoan employee separation is the proper handling cols so when a departure occurs, whether it is of Intellectual Property (IP). Key employ- voluntary or involuntary, the management ees/principals, by the very nature of their im- company is prepared to handle the departure portance to the management company with a minimum of interruption of your daily invariably have access, business. often times, unlimited acVirtually every business is cess, to key company inThe departure of subject to attack from within, formation and data. This and after a key employee deinformation or IP usually parture, there is often a disa key employee, takes the form of trade sepute over ownership and crets and can consist of control of key contacts and whether on good client and contact inforclient files. A couple of commation, prospects lists, mon sense steps YOU can terms or bad, can goods and services parts take to avoid this happening and pricing lists, business be a stressful time to you and your business are: protocols and procedures 1. When a key employee and a virtually unlimited talks about their departure for any managenumber of other proprifrom prior employment, listen etary information. Other and learn from their comment company. forms of IP, such as copyments. 2. When an employee exrights, trademarks and patents, are usually not an issue in an employee presses dissatisfaction with their job, listen separation because their ownership and regis- carefully. Employees who are unhappy at work tration have been well-documented and clearly often will talk to co-workers and sometimes remain the property of the business during and even upper management about their plans for following a key employee departure. However, the future. While these comments often appear it is critically important to a management com- to be simple gripes, there are nuggets of truth pany to prepare for the departure of even its which can reveal actual plans. Look for these subtle clues and use them to lock down that most important employees. In order to function the management com- employee's access to your IP and limit any poNOVEMBER 2013 22 THE JOURNAL tential damage. Know Your IP! Any business or management company that does not know what information is most important to their business cannot protect it. If files are open to every employee in the organization, it is virtually impossible to maintain their integrity in the event of a key employee departure. If there is no monitoring system for access to that information or to routinely verify its very existence, the same holds true. The information is vulnerable to attack. Implement Reasonable Security Measures! While this is obvious, such things as locks on doors and encrypted passwords on computers and limited handling of confidential hard copies can be easy, cost-effective ways to protect the integrity of your IP. A good IT professional can assist you in establishing protocols that will monitor the use of information, back it up and limit any destructive intent by a departing employee. Know Your Ethical Obligations! Most businesses have mandated ethical standards they must maintain to protect their information, such as sensitive client information, credit and credit card data, the identity of minors, etc. Don't be fooled into thinking that a key employee by virtue of their title will respect the integrity of such information merely because of the requirement that he or she adhered to a code of ethics or conduct. Document-Document-Document! Often when a disgruntled employee is planning to leave, they will start plotting their strategy— copying documents, downloading files, etc. There are always signs that an employee is get-