Negotiation is a process in which two or more parties with varying needs and goals discuss a problem to find a mutually satisfactory solution. In the course of negotiations, it is common for parties to share confidential information to move the resolution process forward. For a business, negotiations are critical for collaboration. But how can business secrets and proprietary information be protected during mediation?
Proprietary information is data not known to the public and is generally not available to anyone outside of the business. Usually, this data can be described as either confidential information or trade secrets. From drafting a contract to protecting your interests to hiring a non-interested party to moderate, below are a few options to employ to protect your business’ proprietary information.
Non-Disclosure Agreements (NDA)
Prior to business negotiations, parties to the discussion should execute a Non-Disclosure Agreement (NDA). These contracts detail how third parties can use proprietary information learned during the course of good faith negotiations. NDAs can specifically place limitations on using such knowledge for competition.
Establishing these contractual protections at the onset of business negotiations can impede the leak of private information. Outlining negotiation rules from the beginning is a relatively inexpensive measure since the alternative is often to sue to remedy the loss of proprietary information.
Manage Risks and Exposure
Before negotiations began, internal discussions about which secrets might be discussed and how company members should address specific matters are beneficial in managing exposure to proprietary information. Only the data necessary to successfully engage in and complete negotiations should be shared. Before negotiations begin, review which information is protected so everyone understands. It is usually best to designate an employee spokesperson to handle the disclosure of those secrets during negotiations.
One practice to limit exposure of proprietary information during business negotiations is to limit access of secrets to only those employees with a legitimate, business-related need. In the course of negotiations, employees who are not privy to need-to-know secrets can still operate in good faith without discussing trade secrets.
During negotiations, it is always safe for a party to respond to a request or an inquiry with uncertainty. If an employee understands secrets on a need-to-know basis, then it is possible that business negotiations can proceed without divulging proprietary information and the goal of good faith dealings can result.
Employ a Moderator
When parties are discussing or negotiating sensitive topics, especially those issues that might include business secrets, it could be helpful to employ an individual to oversee the negotiations and to decide if the requested information is eligible to be shared.
Having an individual with no stake in the negotiation serve as an oversight provider can increase protections for proprietary information and can lead to less divisiveness between negotiating parties.
Consult with an Attorney
Protecting your business’ proprietary information should be a priority. Consulting with an attorney and learning all the options available to your business is the best way to obtain maximum benefits. Attorneys who understand the needs of businesses can provide the legal support you need to be successful during negotiations. Contact the experienced business attorneys at Bennett Weston, LaJone & Turner, P.C., for assistance protecting your company’s proprietary information.