Trade secrets canada alberta
The economic requirement for confidentiality arises in any situation where there may be trade secrets canada alberta transfer of information, for example disclosure made to induce someone to enter into a joint venture or a takeover, or a disclosure to a banker or a potential investor. Confidentiality is also essential in the development and marketing of various forms of technology. Canadian law recognizes the economic importance of innovative products, processes and ideas.
Protection of such products, processes and ideas is afforded primarily by the law of contract and equity. The law also realizes that protection must be limited so as to trade secrets canada alberta severely infringe other important public interests, such as the free flow of information. This material will focus on the area of protection afforded by the law of contract, however, equity and tort law will also be discussed because both sometime offers protection in this area whether or not the parties have entered into a contract addressing confidentiality.
A confidentiality agreement is a contract designed to protect confidential information by requiring a recipient to keep confidential and not disclose or use the confider's confidential information or trade secrets. The agreement can be used to cover any information which is used in a business, which gives a commercial advantage, and which is not generally known. This would include, for example, trade secrets, secret formulas or other processes for manufacturing.
It is not however, limited to those things. A customer list, a mailing list, a list of qualified vendors, and a list of customers who pay their bills as opposed to those who do not all provide extremely valuable information. Financial information can also be valuable. For example, prices paid for components, the wages paid to employees, the total cost of each product, overhead expenses, and capital resources are all things which competitors might like to know.
In summary, "confidential" information is any information which is? Confidential information is often protected by the law of equity or fairness under the inherent jurisdiction of the court. For example, abuses of confidential information are subject to legal sanction where a previous relationship but no contract existed between the parties.
Equity provides the courts with 2 doctrines upon which such protection could be based: International Corona Resources Ltd. With respect to the third requirement, the courts will infer misuse and trade secrets canada alberta burden shifts to the recipient to establish that the use was not prohibited.
In that case, the plaintiff company owned mining rights on certain land, on which it was drilling exploratory holes. The defendant company approached the plaintiff company with a view to a possible partnership or a joint venture.
The plaintiff revealed the results of the drilling, from which it was clear that an adjacent property was likely to include mineral bearing deposits. The plaintiff attempted to acquire the mining rights in the adjacent property, but the defendant put in a successful competing bid, and developed the mine on its own account.
Since the information given to the defendant was confidential, and revealed only for the purpose of a possible joint business venture, the defendant was in breach of its duty trade secrets canada alberta confidence trade secrets canada alberta acquiring the adjacent property. As a result the court held that the defendant held the property on trust for the plaintiff. It is interesting that the S. Only 2 of the 5 judges held that there was also a breach of fiduciary duty by LAC.
In order for a fiduciary obligation to arise, an element of trust or promise must be created and an unequal relationship must exist between the parties. Three justices in the Corona case held that there was not an unequal relationship present, despite the fact that one party was a junior mining company and the other a senior mining company.
Equity may also trade secrets canada alberta even where the parties have entered into a binding contract, but have not specifically addressed an obligation of confidence.
The courts are sometimes willing to imply such an obligation in the contract to protect the confider. If confidential information is trade secrets canada alberta by equity as well as by contract, why would one enter into a confidentiality agreement contract to protect confidential trade secrets canada alberta There are a number of good reasons. First, in trade secret litigation, the central issue is often whether the information was confidential.
Assessing whether information is confidential or not can be an exceedingly difficult task for a judge particularly when the information concerns an unfamiliar and complex technology. A confidentiality agreement, containing a specific definition of what is considered confidential information by the parties for the purposes of that agreement, provides guidance to the judge. The agreement may also extend the definition of confidential information to include information which is not technically a trade secret.
Secondly, there is the possibility that where the parties have entered into a binding contract governing many areas of the relationship, but fail to deal with confidentiality, a court may construe the contract as constituting the entire agreement between the parties and conclude that they intended not to treat any information as confidential. As a result, spelling out confidential obligations is often a good idea.
In addition, signature by a recipient on a confidentiality agreement indicates that the recipient has been put on notice that he has become privy to trade secrets and that he occupies a position of trust and confidence with respect to that information.
Finally, injunctive relief a common remedy for breach of confidence is more likely where the parties have entered into a confidentiality agreement. Where such relief is granted an injunction is issued by the courts to prevent the offending party from continuing to use the confidential information. A sample confidentiality agreement is contained in Appendix I. In general the agreement should address the following elements. Contract law requires that the confider give consideration some form of payment to the recipient or detriment to trade secrets canada alberta confider in order to form a valid confidentiality agreement.
In the case of an employee, consideration will likely be the promises of the overall employment agreement. In trade secrets canada alberta situations, consideration may be the terms of the contract or the right of the recipient to examine the confidential information, thus enabling the recipient to make an informed decision as to whether or not to enter into a contract or make a bid.
The consideration of the confidentiality agreement should be stated clearly, so as to prevent a later agreement that there trade secrets canada alberta a trade secrets canada alberta of consideration. Every confidentiality agreement should contain a definition of Aconfidential information. If the definition is too broad, it could be found void for restraint of trade secrets canada alberta. Thus, the client should carefully assess what information it really would be harmful to disclose.
All such information should be included in the definition of "confidential information", but care should be taken to ensure that the definition is not over broad. The definition should specifically exclude: A clause which shifts the onus of proof may be inserted so that the recipient has the burden of proving that information was not confidential.
It is important to specify the uses to which the recipient may put the confidential information. This use is likely the consideration, or part of the consideration, given by the confider. Many agreements strictly prohibit any disclosure of the confidential information. The parties may prefer to insert a clause allowing disclosure in certain circumstances e.
The recipient may desire a clause requiring that all confidential information be marked "confidential". A trade secrets canada alberta requiring the recipient to take reasonable measures to keep the information confidential should be included. This may include a list of the specific steps to be taken trade secrets canada alberta the recipient. Although a clause stating the time limit during which confidentiality must be maintained may be included, such a clause is not required.
An obligation of confidence may terminate by an agreement for consideration; the express trade secrets canada alberta implied consent of the confider; or expiration of the confidentiality of the information. As with any trade secrets canada alberta, the parties may wish to include some boilerplate provisions: As previously mentioned, protection afforded by a confidentiality agreement should not be over broad.
A confidentiality agreement is a form of restrictive covenant. All provisions must be considered to make sure that they will not be void as unreasonable restraints of trade. Breach of a confidentiality agreement is a breach of contract. Thus, remedies available trade secrets canada alberta breach of contract would be available to a confider where the recipient of trade secrets canada alberta information breached the confidentiality agreement.
Also, because breach of confidence is an equitable doctrine, remedies available in equity may also be available to the confider. Remedies for breach include: A confidentiality agreement does trade secrets canada alberta give perfect protection to the owner of a trade secret or other confidential information. It is important to understand the limitations involved in trade secrets canada alberta. It is therefore important to ensure that the person or organization to whom the information is to be disclosed is properly named.
It is difficult and may be costly to prove that a party has breached their duty of confidentiality and that the creator has suffered injury as a result. Both of trade secrets canada alberta questions must be proved before any remedy is available. Should the circumstances be appropriate, the creator may ask that a criminal charge be laid for theft of property as there is some authority in Canada which suggests that taking confidential information may be the subject of theft charge.
Where this is not appropriate, the creator of a trade secret should be aware that no independent organization will enforce the agreement on his behalf. If there has been "publication" of the information which comprises the trade secret, then trade secrets canada alberta will be quite easy for the other party under a confidentiality agreement to argue that the creator did not intend strict confidentiality was necessary.
Cases decided trade secrets canada alberta industrial design and patent legislation suggest that publication of a product, process or idea will occur if it is disclosed without confidentiality to even one person. Clearly, the need for a disclosure agreement will arise at the earliest stage of a creator's work on the product, process or idea. University of Calgary University Dr.
The major limitations are: Campus Life Go Dinos!
More importantly, they have made huge investments in developing and modernizing these applications over many years. Therefore, it would be a formidable task for them to rewrite every COBOL application with a new programming language because both cost and risk would outweigh benefits. This is why COBOL will remain strategic and wont go away anytime soon.
The areas of focus are advanced optimization, IBM z hardware exploitation, application modernization, trade secrets canada alberta productivity and middleware support.
The days when COBOL applications would automatically run trade secrets canada alberta as they moved to new z Systems hardware are over.
Following other traders is both a great way to learn and a great way to earn. Not only can you use this knowledge to improve your own trading skills, you can turn this information into profit by copying trades trade secrets canada alberta one of our recommended binary options brokers. At Binaryoptionsdemo.