The Growing Importance of Trade Secret Metadata

Secrets — Some corporate IP managers mistakenly believe that because trade secrets are not registered with a governmental authority then the concept of trade secret metadata does not apply.

Some IP attorneys mistakenly believe that because trade secrets are secret, then the owner should not track metadata for trade secrets.

RUBBISH to both of these notions!

Trade secret asset management is now becoming a business critical issue, and one which companies must address.

Managing trade secrets without the associated metadata is practically impossible, as we have previously explained.

Simply deciding to keep valuable information secret is not sufficient. Trade secret asset management is about the policies and procedure, processes and systems, education and governance defined and taken into use to help manage such assets.

Having good quality trade secret metadata is crucial.

“Without data you’re just another person with an opinion.”
– W. Edwards Deming

The Value of Trade Secret Metadata

Trade secret metadata summarizes basic information about the trade secret, which can make finding and working with this unique form of IP much easier. These forces include:

• Legislative developments, such as DTSA and the EU directive;
• Finance & tax developments, such as OECD BEPS;
• Increased network security & cyber-crime concerns; see here;
• IP reform in key jurisdictions; see here;
• The growing importance of corporate governance; see here;
• More and more companies embracing openness, see here; and
• The changing nature of employment; see here.

“You can have data without information, but you cannot have information without data.”
– Daniel Keys Moran

Trade Secret Metadata Examples

What do I mean by “Trade secret metadata”? Here are some examples:

• The name or title of the trade secret
• The date that trade secret was created
• The person or persons who created the trade secret
• The physical location of the trade secret
• The legal owner of the trade secret
• The person or persons responsible for managing the trade secret
• The type of trade secret (technical, operational, process, financial, etc.)
• The persons with authorized access to the trade secret
• The value of the trade secret to the business
• The protection mechanisms in place to protect the trade secrets
• Whether the trade secret has been shared with a third party or not
• The expiration date of the trade secret (if applicable)

I have identified over a hundred individual pieces of metadata associated with a trade secret, and I continue to identify additional useful data points.

Corporate Trade Secret Policies

Having a robust fit for purpose trade secret policy, process and system together with the associated metadata helps focus a company on its trade secrets, a focus that is often overlooked. They also help a company have a structured conversation about trade secrets that allows them to focus on the information that is relevant to their organization.

As stated previously, it is important to realize that trade secret metadata is simply data about the trade secret and not the trade secret itself. Thus, sharing trade secret metadata or even making metadata public is fairly safe as metadata alone does not give people access to the trade secret.

Within an organization, there are many who could benefit from having access to some trade secret metadata such as C suite executives given that trade secrets are some of the most valuable assets within the company, IT and Security given the issues with cyber security; HR given the employee issues associated with trade secrets; Finance & Accounts given the financial and tax associated linked to such assets; Sourcing & Procurement as many trade secrets are indeed shared.

Background on Metadata

Metadata is a set of data that describes and gives information about other data. Metadata is simply data that describes other data. Meta is a prefix that in most information technology usages means ‘an underlying definition or description’.

Metadata can describe for example:

• the meaning or description of the data;
• the origin of the data;
• where the data resides;
• which applications / persons may and do access the data;
• who is responsible for data integrity;

Metadata summarizes basic information about data, which can make finding and working with particular instances of data easier. For example, the name of the author, the date created and the last date modified as well as file type and file size are examples of very basic document metadata.

Three distinct types of document metadata exist, namely administrative metadata, descriptive metadata, and structural metadata:

• Administrative document metadata provides information to help manage a resource, such as when and how it was created, the file type and other technical information, and who can access it.
• Descriptive document metadata describes a resource for purposes such as discovery and identification. It can include elements such as the title, the abstract, the author, and keywords.
• Structural document metadata indicates how compound objects are put together, for example, how pages are organised to form chapters.

Of course, metadata is not unique to documents. Metadata may apply to images, videos, spreadsheets and web pages. Metadata can be created manually, or by automated information processing.

Metadata can provide meaningful and valuable information. One of the most important uses for metadata is to locate a resource but there are many other uses for metadata.

It is important to realize that metadata is simply data about data and not the data in and of itself. Thus, sharing metadata or even making metadata public is fairly safe as metadata alone does not give people access to the data.

The value that metadata can add to a company is often underestimated.

IP-Related Metadata

IP professionals are already very accustomed to dealing with metadata.

A single patent for example has a large volume of metadata associated with it – patent title; number of claims; patent application number; patent priority date; name of the inventor(s); name of the patent attorney who drafted the patent application; classification codes; citation information; geographical coverage of the patent family; fees paid; grant date plus much more. The business case of a number of IP service and solution providers is based on having access to and manipulating patent metadata.

Many in the IP profession however are less familiar with the metadata associated with trade secrets.

Trade Secrets and Metadata

A trade secret is defined as any information that is – not generally known; confers some sort of economic benefit on its owner; and must have been subject to reasonable steps to keep it secret.

Broadly speaking, any confidential business information which provides an enterprise a competitive edge may be considered a trade secret.

Trade secrets should be documented in paper or electronic form as many jurisdictions require this.

Examples of trade secrets include:

• WD40 – the ingredients in the spray
• Uber – their log of collection and drop off points
• Facebook – some of the personal data they hold
• Amazon – certain aspects of their supply chain
• Google – their search algorithm
• Coca Cola – the recipe for their syrup
• DuPont – the production process for Kevlar
• Apple – their new product roadmap
• KFC – their 11 blends of spices & herbs

It should also be noted that trade secret metadata will change over time so it is imperative that historical metadata is maintained and that there is an audit trail.

Hazel Helps Companies Identify Rank & Protect Their Trade Secrets

The Hazel Trade Secret Asset Management System helps companies manage their trade secrets and trade secret processes. Hazel can keep track of corporate trade secrets and help you determine an appropriate level of protection for each trade secret recorded. Hazel can record who in an organization is responsible for a given trade secret, who is responsible for protecting the trade secret, and who has access to the trade secret, among other things. Hazel can also help with tax issues by noting where a trade secret asset is legally held and what agreements pertain to it. Contact the Hazel Team today to learn more.

For Secrets, I’m Donal O’Connell.

Credits:

Cover: Metadata by geralt – https://pixabay.com/en/ball-about-binary-ball-hand-keep-457334/, CC0, Link

Rabbits and carrots by Rabbit_nevit.svg: NevitCarrot.svg: Nevit Dilmen (talk)derivative work: Nevit Dilmen (talk) – Rabbit_nevit.svgCarrot.svg, CC BY-SA 3.0, Link

The word “metadata” in Morse Code by Daniel Mietchen – Own work, CC0, Link