Trade secrets (know-how) include information of any nature (production, technical, economic, organizational and others) “about the results of intellectual activity in the scientific and technical field and about methods of carrying out professional activities, having actual or potential commercial value due to their unknownness to third parties, if third parties do not have free access to such information on a legal basis and the owner of such information takes reasonable measures to maintain its confidentiality, including by introducing a trade secret regime” (Art. 1465 of the Civil Code of the Russian Federation). That is, this can be information about the results of scientific research and experimental experiments conducted in any field of science, as well as developed methods and methods of obtaining, for example, substances, technological processes, information about suppliers and buyers, conditions and prices under contracts, and much more.

A trade secret is an object of intellectual property (IP) and is used to achieve a competitive advantage in the market, and therefore it can be an object of sale and purchase.

The owner of know-how has an exclusive right to it, which is valid only within the limits of maintaining information about its content. Otherwise, the exclusive right to a production secret is terminated for all right holders.

It is possible to protect production secrets by introducing a trade secret regime and preparing a package of special internal documents that are subject to the secrecy regime. At the same time, it is important to familiarize employees with the conditions for maintaining the secrecy regime and responsibility for possible future violations must be signed by them.

The company’s internal regulations on trade secrets must prescribe: mechanisms for ensuring the safety of information and access to trade secrets of government bodies; the procedure for determining and recording information, as well as the procedure for disseminating trade secrets and the degree of responsibility for its disclosure; the period during which information has the status of a trade secret, as well as the functions of management in the field of its protection.

Since Russian legislation does not provide for state registration of trade secrets, since if they are successfully patented as an IP object, all information after its publication in the official bulletin becomes publicly available and the need to preserve this information as know-how is lost, then in order to achieve success in the market, it is important to keep a trade secret as a trade secret. However, many companies, in order to obtain additional profit, can transfer exclusive rights to know-how to another person (licensee) under a license agreement.

When concluding a licensing agreement, it is necessary to make sure that information about the trade secret has commercial value and is not available to third parties. It is also recommended to enter into a pre-licensing agreement to maintain confidentiality before executing a license agreement.

If a licensee enters into a simple license agreement for the use of know-how, then its owner retains the right to use the production secret in the same territory and issue a license to other licensees.

When concluding a licensing agreement, the licensee receives exclusive rights to use the production secret in his business, but does not become its owner, and the licensor does not have the right to enter into the same agreement with third parties for the same know-how.

The license agreement includes:

- description of the production secret and a package of documents constituting its subject;

- describes where and how the know-how is used, and also indicates the territory within which it is used, but if it is not indicated, then the agreement is valid throughout the entire territory of the Russian Federation;

- payment obligations (one-time payments or regular deductions), as well as guarantees and liability of the parties for violation of the terms of the contract.

It should be noted that when concluding a license agreement, the licensor must keep information about the trade secret for the entire duration of the agreement, and the licensee upon its completion.

If one of the parties does not comply with the terms of the agreement, it can be terminated either unilaterally or by mutual decision of the parties.

For the disclosure or unlawful use of information constituting a trade secret, liability is provided under the norms of civil law, as a rule, in the form of compensation for losses in accordance with paragraph 1 of Article 1472 of the Civil Code of the Russian Federation, which are compensated in full and include actual damage and lost profits.

Criminal liability is also possible in accordance with Article 183 of the Criminal Code of the Russian Federation, which provides not only for the payment of fines, but also imprisonment, correctional labor, etc.

However, in order for an employee to be held accountable, it is important to create conditions in the company to protect trade secrets from disclosure, and the employer must have evidence of its violation by the employee.