We all understand that we do not live in Japan, where there are lifelong contracts. Any employee can quit and change jobs at any time convenient for him. But in the process of work, this person gets official access to the company's values. In many cases, effective work of a specialist is impossible without this access. But how can you avoid abuse?
About the values that are accessed in the sales department
In this post, I will talk mainly about the work of the sales department, this is where leaks occur most often.
The sales manager usually gains access to these types of values:
- Finance. The relationship is indirect, since, unlike accounting, the sales department does not interact directly with money.
- Products. Here, too, access is only partial, since another department is in charge of the warehouse balances.
- Information. The most important point. This type of value is created by the sales department, and in most cases the employee gets direct access to the data that he and his colleagues have accumulated.
Financial manipulations are possible in the sales department only indirectly, this happens through manipulation of discounts or the difference in exchange rates. I will not go into details about these methods here. Frauds are fairly well known, as are the methods of protection against them. Moreover, these abuses are not relevant to the topic of the publication.
Abuse of goods can be carried out in conjunction with warehouse workers. Most often, in this case, expense documents are created, on the basis of which the goods are shipped. Next, the electronic document is removed, the printed copy is destroyed. Based on the results of the inventory, the shortage is written off to costs.
Another method is to create a "re-grading" according to documents. In this case, some items are shipped, while others appear in the documents, most often, at the request of the buyer. Sometimes such actions are performed at the direction of the manager, more often at the employee's own initiative. During the next inventory, the shortage is corrected, the difference is written off to the "re-grading". These actions are also not classified as trade secrets.
Therefore, we move on to the most important thing - working with information.
Trade secret: what is it?
Many business leaders and owners mistakenly believe that all types of information that their employees receive at work to perform their official functions can be considered by default a trade secret. These mistakes lead to sad consequences.
A trade secret is not even the protected information itself, but the company's mode of operation. Those. only the introduction of a certain mode of operation, including the corresponding workflow, will help protect the selected types of information by trade secrets.
Once the phrase "secure facility" was associated with something military, since there was a maximum degree of protection, including any kind of data. Today, companies that use commercial secrets can be referred to as "regime" ones, i.e. clearly define what information they protect and take appropriate organizational action.
Information that can be obtained in the public domain - name, address, TIN, telephone number of the company, etc. - cannot be "restricted". In principle, any information that is in the public domain cannot be considered confidential, but, first of all, one should be guided by list from Article 5 of the Federal Law on commercial secrets.
Article 5. Information that cannot constitute a commercial secret
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- on the conditions of tenders or auctions for the privatization of state or municipal property;
- on the size and structure of income of non-profit organizations, on the size and composition of their property, on their expenses, on the number and remuneration of their employees, on the use of free labor of citizens in the activities of a non-profit organization;
- on the list of persons entitled to act without a power of attorney on behalf of a legal entity;
- the obligatory disclosure of which or the inadmissibility of restricting access to which is established by other federal laws.
The sensitive data is the data that the organization considers "closed", they are intended exclusively for official use, and their disclosure is considered a violation of trade secrets.
In the sales department, the "regime" information includes:
- Client base.
- Transactions with customers.
- Information about the relationship with customers.
The client base includes a list of organizations and individuals who are buyers (clients): their names, names of contact persons, telephones, addresses, and other methods of communication.
Transactions are the details of financial relationships (when customers pay, with what details, what payments, etc.).
Relationships include information about the needs of customers, the frequency of applications, the specifics of shipments, etc. Based on this data, you can understand how and what is best to sell to a particular customer.
Why you need to protect information
It is extremely important to protect all categories of data described above by trade secrets. Only then can the company operate safely.
If this data becomes available to competitors, they can take advantage of the information. For example, they will contact your customers and make them an interesting offer with the best prices or products that you cannot offer them.
Often organizations cooperate on an ongoing basis, they are happy with everything, and therefore do not monitor the market and do not know that there are more profitable options for cooperation than they have now. But if an interesting offer comes to such a company, most likely, the organization will change the supplier. The leaked company will lose profits.
More on the leak: how it happens
The most common options are:
- The employee downloads himself a copy of the database in any convenient form. These can be data files or information on paper.
- When communicating by email with a client, copies are sent to the mailbox of the employee or third parties. Examining this information helps you get the information you need.
Such "leaks" can be created gradually, as a result, people continue to work in the organization, but at the same time receive income from competitors. Much more often the client base is downloaded for personal use before the planned dismissal.
Also, the manager can arrange some kind of sabotage during this period. For example, clients who want to "take away" to competitors will be offered less favorable conditions, and then, already in a new place, with a full understanding of all the nuances, will conclude a profitable deal.
Damage from infringement of commercial secrets
To assess the damage, you need to understand which resources of the company in case of loss can be restored, and which are impossible or extremely difficult. So, if some goods are stolen from you, it is unpleasant, but you can still buy new ones. True, this requires money. But money is the very resource that you get from your customers. Therefore, the situation with such theft is unpleasant, but fixable.
Customers in business can be compared to a well where there is always water. As long as you use this "well", the business works, and any losses can be compensated.
Now let's pretend the well is dry. The water "left", that is, clients. This happens when a trade secret is leaked.
In life, the refusal to cooperate with all the company's clients is practically never encountered. Typically, leaks only leave a subset of customers. But even in this case, it turns out that your level of "water" has significantly decreased, and this is for a long time. Those. you get less profit, moreover, not only today, but also tomorrow, and even in a year. The more loyalty the client showed to you, the more potential profit you lose.
In domestic business, oddly enough, insufficient attention is paid to these points. In fact, this is a big mistake. Finance and wealth are renewable, customers are not. If the buyer has changed the supplier, he almost never comes back.
Trade secret infringement: real stories
To better understand the damage that a company gets from a lack of attention to trade secrets, I decided to share with you examples that I came across in real life. The essence is the same everywhere - someone gets access to information and starts using it not for the benefit of the company. But somewhere it ended in a criminal court, and somewhere a former employee or partner uses the data with impunity. It all depended on whether people took care of themselves in advance or not.
Leakage from the estimate and tender department
The company works with large industrial and oil facilities, and periodically holds construction tenders.
In the estimate and tender division, a girl is working in a high position. And her husband is in the management of a construction company, a regular participant in such competitions. Before the next tender, the girl copies the data and sends the files to her personal email. As a result, the construction company receives all tender documents, including official documents, even before the tender is announced.
Here, the company took up the protection of information and trade secrets in a timely manner. Therefore, as soon as it became known about the violation, the employee was dismissed under the article "For disclosing confidential information."
She tried to defend herself through the courts, but the guilt was unequivocal. As a result, the girl lost not only a good salary and a good job, but much more. With such a reputation, it will be extremely difficult to get a job.
In the Russian Federation, work books are already being introduced in electronic form. After their widespread distribution, it will not be possible to "lose" a work record with an inconvenient record and start from scratch. As a result, these reputation problems are even more serious than before and have a much larger impact on people's motivation than the various types of fines.
Bank customer data
In one of the large banks, an employee could work with databases with confidential information of clients (individuals), where, among other things, bank card numbers, telephones and code words appeared.
Further, this person agreed with third parties that he would periodically transfer to them data about customer accounts, as well as information that would facilitate access to them. This story went on for more than one day. Fraudsters withdrew money from other people's cards, people suffered damage, the bank suffered reputation losses and lost customers.
The security service identified the source of the problems, the employee was fired and punished under a criminal offense. Here the responsibility turned out to be extremely serious. But it all started with the fact that a person got access to "closed" data, but failed to understand what such "schemes" would threaten him with as a result.
Sales department and trade secrets
This story has long become a mass problem, so here I decided to generalize an example. The sales department constantly works with the customer base, managers gain knowledge about customers, their characteristics, relationships with them. The manager himself receives a significant part of such information from the client and brings it into the database with his own hands. As a result, many people feel that this data belongs to them personally and not to the company.
As a result, on the eve of dismissal (and often even earlier), the manager collects information about his clients and copies it to himself. Someone takes home a file on a flash drive, someone sends it via the Internet, some are closer to paper notebooks with notes. It is not important, the main thing is that the data “leaves” the company. Some managers in this way copy data not only about their customers, but the entire client base.
This happens in one of two cases:
- The manager plans to quit and take a job with competitors;
- Friends of the employee or he himself is going to open a similar business.
How can an employer react to such violations:
- Disciplinary methods of influence, including the entry of information into labor. This is done if the situation is difficult, but not critical, and for some reason they do not want to fire the person.
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This story focuses on a manufacturing company. For their own needs, specialists have modernized one of the machines. In fact, it has become unique, since no one produces anything like it. After a while, the machine broke down. For the repair, a third-party organization was selected, to which not only the machine itself was transferred, but also drawings of unique modifications.
The repair specialists fulfilled their obligations, the machine was returned to work. And after a while, the company that carried out the contract for repairs began to produce machines with the same revision.
Here, the owners of the information could not protect their rights, since they did not register anywhere that the drawings of the modified machine were included in the trade secret.
Franchise and trade secret
Franchise in modern business is very common. Almost everything imaginable is franchised, from hamburger recipes to marketing tools. Anything that can be called intellectual property can be sold under a franchise.
Separately, it is worth dealing with such a concept as a production secret.
The secret of production is a type of intellectual property.
Civil Code of the Russian Federation Article 1465. Secret of production (know-how)
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For example, if the list of clients, their contacts, projects and the history of relations are presented in the form of a database, then such a database is a protected result of intellectual activity (subparagraph 3, paragraph 1 of article 1225 of the Civil Code of the Russian Federation), and the method of searching, attracting customers and the format of cooperation with them can be considered a secret of production within the meaning of Art. 1465 of the Civil Code of the Russian Federation.
Legal protection, in turn, arises from the introduction of a trade secret regime, and this is the only way.
So, from a legal point of view, a trade secret appears when a trade secret is spread over certain information related to production methods.
For example, the secret of the production of Coca-cola is kept very carefully. As a result, for years competitors have been trying to repeat the recipe, but no one has been able to reproduce the exact same taste.
But it also happens in another way. Small organizations often do not know how to properly keep a production secret.
For example, a small company buys a barber shop under a concession (franchise) agreement. By the way, in this case the name of the franchise is not entirely correct, but it is generally accepted. So, a new establishment is opening under a certain brand. Its managers and employees are trained in specific work standards, they have access to documentation that belongs to the brand developers.
The barber shop works, the owner, in accordance with a commercial concession agreement, deducts certain funds for using the brand. After a while, the institution is closed or, as another option, employees who had access to most of the commercial information leave it.
After a while, a new establishment opens, and it has its own brand, special. But the clients recognize it as a familiar barber shop by numerous characteristics: approach to work, "tricks", principles, etc.
When buying a franchise, this happens in the Russian Federation in very many areas. And there is only one reason - brand owners make mistakes when drawing up documents. As a result, strangers get their trade secrets with impunity and for free.
How to protect commercial information
What is needed for the competent introduction of the trade secret regime:
- Create documents that detail all types of data that are considered trade secrets.
- Sign a non-disclosure commitment with each employee (upon employment, it becomes an integral part of the employment contract).
Thus, the company will receive legal protection against possible actions of employees who have access to commercial information.
At the same time, people already in employment understand what information is classified as “closed”. They understand the possible consequences of copying and disclosing this data. As a result, even upon dismissal, a person will think well whether it is worth taking the client base with him, since he understands what he is facing if the information about this becomes known to the employer.
Questions and answers
How to determine what information is considered a trade secret?
Each company draws up a complete, unambiguous and clear list of the types of information that it considers necessary to “close”. Employees are introduced to this list, after which they sign a nondisclosure agreement. As a result, all employees clearly know which information is not subject to disclosure or personal use. Potential liability for violation is specified in the nondisclosure document. He becomes evidence of abuse in court.
Are trade secrets often abused?
From personal experience, I can say that the percentage of such abuses is not very high, especially if the company has taken care of introducing a trade secret regime in advance. More often than not, an employee who has been paid too little or has been offended in some way, for example, bypassed when appointed to a managerial position, tends to "take with him" the client base, etc. Also, the client base is interesting for people who plan to open a similar business on their own, or have family and friends who are engaged in similar activities.
Is it realistic to fight this type of abuse?
You can think of various methods of combating information leakage, including technical methods (access rights to different types of information) come to the rescue. But it is better to prevent any problem than deal with the consequences. Therefore, it is important to make sure that a person is familiar with documents related to commercial secrets and clearly understands the possible consequences of abuse.
In this case, the same principle works as for citizens in the state. Everyone knows that laws cannot be broken. Everyone understands what responsibility can be incurred in this or that case. Therefore, most of the citizens comply with the law. The same is with trade secrets. If a person understands that the punishment can be serious, ranging from fines and loss of reputation, and ending in some cases criminal, he will think three times whether it is worth violating the signed obligations.