What Happened in a Real Case
A company was engaged in wholesale distribution. Its key account manager resigned and, two weeks later, began working for a competitor. Within the first two months, several of the company’s major clients migrated to the competitor — total losses over the year came to approximately five million rubles.
The company came to us asking: is there anything we can do?
We reviewed the documents and found that the trade secret regime had not been properly established. This made legal protection virtually impossible. We have now introduced the correct regime — the next time an employee leaves, the situation will be very different.
What a Trade Secret Regime Is
Federal Law No. 98-FZ “On Trade Secrets” establishes that information is protected as a trade secret only when mandatory conditions are met.
Four mandatory elements:
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A list of information constituting trade secrets. This must be approved by an executive order of the company’s head: the client database, pricing policy, contract terms, technologies, etc.
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The “Trade Secret” marking. All media carrying the relevant information (documents, files) must be marked with this designation.
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Restricted access. Access to the information must be limited — only those employees who need it to do their work.
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Employee acknowledgment with signature. Every employee with access to trade secrets must sign a non-disclosure agreement (NDA) or formally acknowledge the trade secret policy in writing.
Without any one of these elements, a court will refuse protection.
What Happens When Trade Secrets Are Violated
If the regime is properly documented, the employer is entitled to:
Claim damages in court. Losses are established by reference to specific contracts lost and reduced revenue in the period following the employee’s departure.
Apply for the removal of information. A court may order the offender to destroy unlawfully obtained data.
Pursue criminal liability. Article 183 of the Criminal Code provides for up to 3 years’ imprisonment for the unlawful receipt and disclosure of trade secret information.
Practical Measures
Technical protection: restricting file copying and download rights (DLP systems), logging access to the client database.
Contractual protection: in addition to the NDA — a non-compete clause prohibiting the employee from joining a competitor for 6–12 months. Non-compete agreements are not codified in Russian law, but courts are beginning to recognise them where there is a reasonable justification and the employee receives compensation.
Process protection: on an employee’s departure — an immediate handover record, device inspection, and documentation of the move to a competitor.
Read Also
- Your Website and Content: How to Protect Your Intellectual Property
- A Director Paid 50 Million Rubles From Personal Assets: Why Transaction Documentation Is Everything
Key employees are leaving or you’re concerned about the theft of your client database? Contact us for a consultation — we will introduce a trade secret regime, prepare NDAs, and build a protection system.