ITALY Law and Practice Contributed by: Giovanni F Casucci, Matteo Casucci, Serena Spadavecchia and Alice Viviana Niccoli, EY Tax & Law
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 collabora - tors to return confidential information, without retaining either physical or digital copies, once the circumstances 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 col - laboration agreement, after the termination of the collaboration). In contrast, the following were not considered sufficient measures: • the mere use of passwords or credentials for computer access, if not accompanied by additional protective measure; and • contracts and confidentiality clauses that are too generic and standardised; indeed, such agreements 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 infor - mation (which should last until each piece of information becomes public knowl - edge, unless such disclosure is attribut -
able to the recipient); and (f) inclusion in the NDAs of specific penalties aimed at providing for early settlement of damages. 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 rele - vant ISO standard. The ISO/IEC 27001 standard enables organisations to implement an informa - tion security management system and adopt a risk-based approach tailored to their size and evolving needs. 3.2 Exit Interviews There is no specific regulatory provision or prac - tice in relation to so-called exit interviews. Normally, there are specific confidentiality claus - es and non-competition covenants in employ - ment/collaboration contracts (Article 2125 of the Italian Civil Code). With regard to the professional knowledge and experience 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 termination agreement, the employee may be required to provide written statements in relation to confidential information, trade secrets and know-how of which he/she has become aware within the scope of the employment relation - ship (eg, declaring that all files, documents, and
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