ITALY Law and Practice Contributed by: Giovanni F Casucci, Matteo Casucci, Serena Spadavecchia and Alice Niccoli, GA-Alliance
storage systems with access procedures restricted solely to authorised individuals (in this regard, courts have positively viewed the existence of internal corporate policies – eg, regulations, deci - sions or resolutions of administrative bodies, from which the methods of storing and transferring con - fidential information and the related responsibilities can be inferred); • the adoption of a video surveillance system (to the extent permitted by labour law); • the inclusion in employment/collaboration con - tracts of specific confidentiality clauses or cove - nants (NDAs) in which it is specified, inter alia, what trade secrets the party will be handling, to whom it may disclose them, in what manner, etc; • the use of specific disclaimers on title blocks and technical documentation circulated both internally and externally by the company; and • the requirement for employees or collaborators to return confidential information, without retaining either physical or digital copies, once the circum - stances that justified its disclosure have ended (for example, after the evaluation necessary for the conclusion of a contract or, in the case of clauses in a collaboration agreement, after the termination of the collaboration). In contrast, the following were not considered suf - ficient measures. • The mere use of passwords or credentials for computer access, if not accompanied by additional protective measures. • Contracts and confidentiality clauses that are too generic and standardised – indeed, such agree - ments must demonstrate a clear link to the main relationship to which the confidential information to be protected refers and the concrete confidentiality requirements that the NDA is intended to preserve, while also specifying: (a) the specific type of information being exchanged, avoiding vague generalities; (b) the medium, whether physical or digital, on which it is contained; (c) the mode of transmission; (d) the parties authorised to receive and handle it; (e) the duration of the obligation incumbent on the one receiving the confidential information
(which should last until each piece of informa - tion becomes public knowledge, unless such disclosure is attributable to the recipient); and (f) inclusion in the NDAs of specific penalties aimed at providing for early settlement of dam - ages. Generally, the best practices outlined above apply regardless of industry or the nature of the trade secret (eg, whether it involves software code or a chemical formula). Finally, it is worth noting the existence of a relevant ISO standard. The UNI CEI EN ISO/IEC 27001:2024+A1 standard enables organisations to implement an information security management system and adopt a risk-based approach tailored to their size and evolv - ing needs. 3.2 Exit Interviews There is no specific regulatory provision or practice in relation to so-called exit interviews. Normally, there are specific confidentiality clauses and non-competi - tion covenants in employment/collaboration contracts (Article 2125 of the Italian Civil Code); furthermore, employees are required to maintain confidentiality – as provided for in Article 2105 of the Italian Civil Code as part of their duty of loyalty – without any time limita - tion. Employers may also introduce a specific contrac - tual obligation for employees to not engage in reverse engineering. With regard to the professional knowledge and experi - ence acquired by employees during their employment, Italian case law recognises that the former employee may lawfully make use of the “value” they bring to the company – namely, their skills and expertise that cannot be separated from their individual personhood. If stipulated in the employment agreement or termina - tion agreement, the employee may be required to pro - vide written statements in relation to confidential infor - mation, trade secrets and know-how of which they have become aware within the scope of the employ - ment relationship (eg, declaring that all files, docu - ments and media containing such information have been returned, destroyed or permanently deleted).
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