SLOVENIA Law and Practice Contributed by: Nataša Pipan Nahtigal, Veronika Novak and Katarina Čepon, Šelih & partnerji
• NDAs , under which the recipient agrees not to disclose or misuse the information; • confidentiality clauses in employment, co-oper- ation or technology transfer agreements, defining the scope and duration of protection; • non-use provisions , limiting the use of know-how strictly to agreed purposes; • non-compete clauses , preventing the use of knowledge for competing activities; and • licence agreements , specifying how and to what extent know-how may be used. These mechanisms allow parties to tailor protection to their specific business needs and relationships. 6.5 Licensing and Assignment Assignment and Licensing of Know-How Know-how can be assigned or licensed independently of patents or formally defined trade secrets. In prac- tice, it is often transferred through licence, co-oper- ation or development agreements, but it may also be dealt with separately (eg, as technical knowledge or methods). In order to be effectively transferred, how- ever, know-how must be sufficiently identified and, in practice, at least partially materialised (eg, docu- mented in technical descriptions, manuals or speci- fications), so that it can be communicated and used by the recipient. Formalities Slovenian law does not prescribe specific formal requirements for the assignment or licensing of know- how, such as: • a mandatory written form; • registration or notarisation requirements; or • official recordal,as know-how is not a registered right. However, written agreements are standard in practice to ensure legal certainty and evidentiary value. Key Contractual Elements Know-how agreements typically regulate: • the definition and scope of the know-how being transferred; • the type of licence (exclusive or non-exclusive);
• permitted use and purpose; • confidentiality and protection measures; and • treatment of improvements and further develop- ments. As protection relies primarily on contract rather than registration, careful drafting is essential. 6.6 Reverse Engineering Lawfulness of Reverse Engineering Reverse engineering is generally lawful under Slove- nian and EU law, provided that it is carried out on a lawfully acquired product and for legitimate purposes, such as research, interoperability, security or educa- tion. However, it is not permitted where it infringes intel- lectual property rights or breaches licence terms, eg, through unauthorised copying or distribution of pro- tected content. Contractual Restrictions Reverse engineering can be contractually restricted, typically through licence agreements or non-disclo- sure agreements. Such clauses are generally enforce- able. Practical Considerations The risk of reverse engineering often influences the choice of protection. If a product can be easily reverse-engineered, patent protection may be more appropriate. Where this risk is low, protection through trade secrets may be sufficient, often combined with contractual and technical safeguards. 7. Data, AI and Emerging IP Issues 7.1 Data Rights and Database Protection Database makers are holders of so-called related rights. They therefore enjoy the exclusive right to reproduce their databases, distribute copies, rent them out, make them available to the public, and com- municate them to the public in other ways. Collections of copyrighted works or other materials, including databases, may also qualify as independent copyright works where, by reason of the selection, arrangement or co-ordination of their contents, they constitute the
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