The Lab Manager's Role in Protecting Their Organization's Confidential Intellectual Property
“Intellectual property has the shelf life of a banana,” commented Microsoft’s Bill Gates. So why should laboratory managers worry about keeping intellectual property confidential? Gates’ statement may be true for computers and information technology. However, in many other business areas, intellectual property can have a much longer shelf life and needs to remain confidential for many years, often as trade secrets. Well-known examples of long-lived trade secrets include the formula for Coca-Cola or the Colonel’s eleven herbs and spices used in original-recipe Kentucky Fried Chicken.
Companies need to protect their intellectual property if they are to use it to obtain competitive advantage. Intellectual property includes methods of making new compounds, product formulations, catalyst compositions, and design of production equipment and laboratory instruments. It also can include sales data, business agreements with other firms, and business plans. Commercial information such as customer lists, products that customers purchase, names of individual contacts at customer firms, etc., may also be trade secrets.
Nearly all laboratory managers, scientists, engineers, and other employees sign a confidentiality agreement when first employed. This is a legal document—a contract between the organization and the employee. In signing, employees agree to keep company intellectual property confidential. Laboratory employees often have access to and use confidential intellectual property more than most employees. So laboratory managers need to be sure their staff members understand what the confidentiality agreement legally binds them to do. Even experienced employees inadvertently and sometimes knowingly share or even sell the confidential intellectual property of their employer. A January 2011 issue of C&EN (Chemical & Engineering News) carried two stories of high-profile 2010 incidents in which laboratory employees shared their employers’ confidential intellectual property with outsiders. In the first, a senior DuPont Company researcher included confidential company information in a review article published in a journal. In the second, a researcher shared confidential information from a previous employer with his current one. I have overheard people discussing obviously confidential research information in airport departure lounges and on airplanes.
So what should and shouldn’t lab managers and their staff members do to safeguard confidential information?
Periodically remind employees of their legal obligations to keep proprietary information confidential. Do so again should they leave the company to retire or for other employment. This can be difficult to do when a large number of employees are involved in a mass layoff. Some companies require employees to sign an exit document reminding them of their legal obligation not to disclose confidential intellectual property to third parties after leaving the company. When firms want to specify R&D intellectual property that must be protected, it is usually laboratory managers who prepare this list for each departing staff member in their group.
Be sure staff members return all confidential company documents before leaving your department to work elsewhere in the firm or leaving the company.
As noted, lab managers need to periodically remind staff members of what information must be protected and how to protect it. This is particularly important for new and recently hired employees who are used to the open exchange of information in the academic research environment. Some useful guidelines are summarized below:
- Do not discuss confidential information in the presence of non-employees or fellow employees who have no need to know it.
- Log off your office computer when away from your desk. If your work area has a door, lock it when leaving the vicinity. Keep confidential papers and reports in a locked cabinet or drawer when not working on them. Store confidential reports you work with in locked drawers or file cabinets. If you don’t need them in the near future, don’t store confidential reports in your own files; return them to your company’s technical information department. Don’t bring confidential papers to meetings unless you will need to refer to them.
- Check recipients’ e-mail addresses carefully before sending confidential information over the Internet. Of course, do this only if your company allows such information to be sent over the Internet. Many companies prefer to use a corporate intranet for information transfer between employees.
- Your employer may have signed a confidential disclosure agreement (CDA) with a customer or supplier with whom you work. Indeed, you may have been asked to sign a copy of this agreement yourself. Be aware what information is covered by these agreements and how much you can disclose to third parties.
- When traveling, do not work on or read confidential papers in the presence of non-employees while on an airplane or in a crowded airport departure lounge. If you travel with a notebook computer, keep it shut down so you need to use your password to turn it on and open files. Carefully pack flash memory drives so you don’t lose them. While using your computer when traveling, a vision panel placed on your computer screen can make it impossible to read your screen from an angle, helping to protect confidential information. When traveling, take only the confidential papers you will need. Keep these with you or in a locked case or a hotel safe. Do not discuss confidential company business in areas where outsiders can overhear your discussions or cell phone calls.
Consultants and temporary employees
As a consultant, one of the first things I am asked by lab managers and other managers when I am hired is, “Do you have a confidentiality agreement with our company?” Lab managers need to be sure their consultants, contract employees, and temporary staff members sign confidentiality agreements obligating them to not disclose confidential information they learn. Lab employees need to be coached to disclose only the minimum amount of information these workers need to do the job for which they were hired.
Sometimes temporary staff members are required to sign secrecy agreements with the agencies that contract their services out to laboratories. Even if this is the case, it can’t hurt to have them also sign your own firm’s standard confidentiality agreement. Remember, these people could be working for one of your competitors next week.
Dr. John K. Borchardt is a consultant and technical writer. He is the author of Career Management for Scientists and Engineers and often writes on career-related subjects. He can be reached at jkborchardt@ hotmail.com.