Things businesses need to know when transferring business secrets

The transfer of business secrets is an important process that helps businesses promote the value of their intellectual assets. Properly transferring or sharing business secrets not only protects legal rights but also ensures sustainable development in a competitive environment and limits disputes. Below, Long Phan will provide some notes that businesses need to know when transferring business secrets.

What is a trade secret?

Pursuant to Clause 23, Article 4 of the Law on Intellectual Property 2005, amended and supplemented in 2022, business secrets are information obtained from financial and intellectual investment activities that have not been disclosed and can be used in business.

Notes that businesses need to keep in mind when transferring business secrets

When transferring business secrets, businesses need to pay attention to the following issues:

• Clearly define trade secrets by clearly defining them and having a secret category
• Business secrets are protected when they meet the conditions specified in Article 84 and Article 85 of the Law on Intellectual Property 2005, amended and supplemented in 2022.
• The issue of confidentiality agreements to protect business secrets.
• Sanctions for illegal disclosure of business secrets.
• Ensure the legality of the transfer.
• Ensure information security related to business secrets.
• Handling violations of business secret transfer contracts.

Is registration required when transferring trade secrets?

Signing a contract to transfer business secrets is an agreement between two companies. This is a type of civil transaction so it is not required to notify or register with state agencies. In case a dispute arises after the transfer, the dispute will be resolved based on the agreement in the contract.

Acts of infringement of rights to business secrets

Pursuant to Clause 1, Article 127 of the Law on Intellectual Property 2005, amended and supplemented in 2022, the following acts are considered to infringe the rights to business secrets:

• Accessing and collecting information belonging to business secrets by opposing the security measures of the person legally controlling that business secret;
• Disclosing or using information belonging to a business secret without the permission of the owner of that business secret;
• Violating a confidentiality contract or deceiving, inducing, bribing, coercing, seducing, or taking advantage of the trust of the person with the confidentiality obligation to access, collect or disclose business secrets;
• Accessing and collecting information belonging to the applicant’s business secrets according to procedures for applying for a business license or product circulation by opposing security measures of competent authorities;
• Using or disclosing a business secret despite knowing or having an obligation to know that the business secret was obtained by another person in connection with one of the acts specified in Points a, b, c and d of this Clause;
• Failure to fulfill the confidentiality obligation specified in Article 128 of this Law (amended and supplemented in 2022).

Consulting services, supporting businesses in transferring business secrets

Transferring business secrets is not simply a transfer of information but also an important strategy to help protect the value of a business’s intellectual property. Therefore, Long Phan would like to introduce consulting services to support businesses in transferring their business secrets, including:

• Support businesses in identifying and protecting business secrets according to current law.
• Support, analysis and valuation of trade secrets to determine intellectual property value.
• Consulting and drafting business secret transfer contracts in accordance with regulations.
• Support analysis of risks related to the transfer of business secrets and provide mitigation solutions.
• Support customers to negotiate and negotiate during the transfer process.
• Consulting to resolve when a dispute occurs.

The transfer of trade secrets is an important and complex process, requiring care and professionalism. Consulting and support services not only help businesses carry out this process safely, but also facilitate the preservation of value and protection of intellectual property. Please contact Long Phan immediately, via hotline: 0906735386 for in-depth advice and comprehensive support in transferring business secrets.