ITALY Law and Practice Contributed by: Giovanni F Casucci, Matteo Casucci, Serena Spadavecchia and Alice Viviana Niccoli, EY Tax & Law
especially those with access to sensitive infor - mation, have a heightened duty of loyalty, with trade secrets protected by both industrial prop - erty laws and fiduciary duties. According to Article 2125 of the Italian Civil Code, the fiduciary duty of the employee can also be extended after the employment contract through a written agreement, which must pro - vide reasonable compensation for the employee and limit the duty to a specific subject, time, and place. Employers can reinforce these obligations through NDAs or confidentiality clauses in employment contracts, which clearly define the scope of permissible actions. While employees are free to use the skills and general knowledge acquired during their employment, they are prohibited from exploit - ing specific trade secrets to benefit competitors or themselves. 2.3 Joint Ventures The general rules on trade secret protection apply to joint ventures. 2.4 Industrial Espionage In Italy, industrial espionage is handled through a mix of criminal sanctions (Italian Criminal Code) and civil remedies (CPI), offering trade secret owners robust legal protection. Industrial espionage is a crime punishable under Articles 621 (disclosure of the content of secret documents), 622 (disclosure of professional secret information) and 623 (disclosure scientific or industrial secrets) of the Italian Criminal Code, and is punishable, depending on the severity, by fines or imprisonment.
Criminal penalties, including imprisonment and fines, are enforced for espionage-related offenc - es, while civil claims allow for significant rem - edies, such as damages, injunctions, and the destruction of infringing goods. 3. Preventing Trade Secret Misappropriation 3.1 Best Practices for Safeguarding Trade Secrets Analysing the body of case law that has devel - oped over the years allows for the identifica - tion of “best practices” for safeguarding trade secrets. Courts have particularly valued: • a detailed description of the protective meas - ures adopted, along with justification for their suitability under the specific circumstances, provided by the company (for example, show - ing that documents or information are stored in locked archives or digital storage requiring password access to folders containing such confidential material); • a breakdown of information by areas of competence, with provision of confidential credentials for access to the same and the preparation of digital storage systems with access procedures restricted solely to author - ised individuals (in this regard, courts have viewed positively the existence of internal corporate policies – eg, regulations, deci - sions, or resolutions of administrative bod- ies, from which the methods of storing and transferring confidential 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 contracts of specific confidentiality clauses or covenants (NDAs) in which it is specified,
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