SLOVENIA Law and Practice Contributed by: Nataša Pipan Nahtigal, Veronika Novak and Katarina Čepon, Šelih & partnerji
• Commercial value : It derives value from being secret. • Reasonable steps : The holder has taken measures to keep it confidential. A presumption may apply if the holder designates the information as a trade secret in writing and informs relevant persons, but the substantive requirements must still be met. Limitations Trade secret protection does not extend to information that is public by law or relates to unlawful conduct or breaches of good business practices. 5.2 Reasonable Measures and Confidentiality Reasonable Measures to Maintain Secrecy Taking reasonable steps to preserve confidentiality is a key condition for trade secret protection. Although the legislation does not prescribe specific measures, it requires an active approach by the holder to safe- guard sensitive information. In practice, this typically includes: • adopting internal policies that define and regulate trade secrets; • restricting access to confidential information on a need-to-know basis; • using non-disclosure agreements (NDAs) with employees and third parties; and • including confidentiality clauses in employment and commercial contracts. These measures demonstrate that the holder treats the information as confidential and seeks to maintain its secrecy. Disclosure to Employees and Third Parties Disclosure does not automatically result in a loss of protection. Trade secrets may be shared with employ- ees or external partners, provided that such disclosure is limited and subject to confidentiality obligations, eg, through NDAs or contractual clauses. However, if information is disclosed without appropri- ate safeguards and becomes generally accessible, it
may lose its status as a trade secret. In such cases, legal protection is no longer available. 5.3 Misappropriation of Trade Secrets Misappropriation and Unlawful Acquisition Misappropriation of trade secrets covers both unlaw- ful acquisition and unlawful use or disclosure. Unlawful acquisition occurs where a trade secret is obtained through improper means, such as unauthor- ised access, copying, or appropriation of documents or electronic files, or through conduct contrary to hon- est commercial practices. It also includes situations where a person acquires a trade secret from a third party while knowing, or having reason to know, that it was obtained unlawfully. Unlawful use or disclosure arises where a trade secret is used or revealed without authorisation. This includes cases where a person: • breaches a confidentiality agreement or another duty of secrecy; • exceeds agreed limitations on the use of the infor- mation; or • uses a trade secret knowing, or having reason to know, that it was unlawfully obtained. Misuse may also extend to commercial activities, such as producing, offering, placing on the market, importing, exporting or storing goods developed on the basis of unlawfully obtained trade secrets. Disputes Involving Employees, Partners and Competitors The treatment of disputes depends on the legal rela- tionship between the parties: • Employees : Disputes typically involve breaches of statutory and contractual duties of confidentiality. Consequences may include damages, termination of employment, or other employment-related sanc- tions. • Joint ventures and business partners : These cases are primarily governed by contractual arrange- ments, particularly provisions on confidentiality and permitted use of shared information. Breaches
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