Good will is established and managed by the company's public relations and customer service organizations. Branding is accomplished and maintained by the company's marketing communications and advertising departments. The intellectual property - patents, trademarks, copyrights and trade secrets - is managed by the company's legal department. Of these, patents, trademarks and copyrights are obtained through application to government agencies in the United States and other countries, and defended by lawsuits against infringers.

Trade secrets are different from the other forms of intellectual property, in that the protection of trade secrets requires establishment and maintenance. In this way, trade secrets are more like good will and branding. Trade secrets require continuous effort in order to allow defense by lawsuits against infringers at a later time, rather than a single application and grant by a federal agency. It is no wonder, then, that the management of trade secrets is often poorly understood and poorly performed even in the best of companies.

Yet trade secret protection offers much broader scope than patents, trademarks, or copyright. Patents require that the invention be novel, useful, and non-obvious, be publicly disclosed, and conform to a definition of patentable subject matter. In addition, exclusive rights expire no more than 20 years after application. Trademarks protect only the printed word or image referencing a product or service in commerce. Copyrights protect only the manner of expression, but not the content - the idea, information, or concept - being communicated.

Trade secrets are eternal. They need not conform to any definition of patentable subject matter. They require no disclosure. They need not be novel or non-obvious, only useful. They protect the content as well as the expression. The only requirement is that trade secrets be kept secret.

The typical response to keeping trade secrets secure is to use better and more sophisticated ways to lock them up. Passwords and dongles, secure facilities, security guards and name badges, and internet firewalls all serve to lock trade secrets up more securely. Companies spend billions of dollars per year on such methods.

The only thing they don't protect against is theft by exiting employees.

All of these security methods protect against disclosure to outsiders. None of them helps at all in protecting trade secrets from theft by the people to whom companies must disclose the trade secrets if they are to do their jobs: employees, vendors, and consultants. Given the emphasis that companies have placed on protecting trade secrets against disclosure to outsiders, it is no surprise that today the majority of trade secret infringements are insider thefts.

These insider thefts are preventable. Given the tremendous value of trade secret information being created by companies on a daily basis, these prevention methods are both necessary and cost-effective. Indeed, it can be said that the primary business activity of most businesses today is the creation of trade secret information -- customer lists, formulas, manufacturing processes, strategic business plans, customer service goals, methods and techniques, personnel procedures, financial results and forecasts -- the entire range of what works and what doesn't work, what has happened in the past and what is planned for the future. Theft of these trade secrets and infringement by competitors is a direct threat to the shareholder value of the company.

In turn, computers have made it much easier to create and steal trade secrets. Combined with the increased mobility of the work force, the dangers are clear.

Locking trade secrets up against outsiders is no longer enough.