Author(s):Surbi Ver,Z Rizvi

Employee Confidentiality FAQs

Whether you have just recently joined or have been working for your employer for a while, it is important that you understand a few important matters relating to your workplace, your rights and obligations to the information you receive, use and share.

At your workplace, you tend to receive, use and share information on a day-to-day basis. This information may be generic, a gossip over lunch, or overheard in the elevator cabin. However, when information that is private, and confidential and shared without permission, it may affect the person disclosing the information, the person receiving the same and the person or entity to whom such information relates. Such private or confidential information may involve disclosure of financial, personal or general business information and records such as customer or client database.

Some may argue that signing confidentiality agreements do not prevent employees from doing anything the law does not already restrict them from doing. While this may be true to some extent, to ensure that confidential information does not get compromised confidentiality agreements to play a major role in protecting proprietary and privileged information.

This FAQ has been written to serve as the guide for employers and employees to help them understand key issues surrounding confidentiality aspects they are bound by, legal terminologies, implications in the event of a breach, and the term for which such confidentiality applies.

1. What is Intellectual Property? What does it mean?

Simply put, intellectual property is imagination made real. Intellectual property (also generally referred to as IP) allows people to own the work they create. It is a work or invention that is the result of creativity, such as a manuscript or a design, to which one has rights and for which one may apply for patents, trademark, copyrights, trade secrets, etc. IP is an asset just like property, car, gold, etc.

2. Okay... I get that, now what are patents, trademarks, and copyrights?

A patent is a form of IP. It consists of a set of exclusive rights granted by a government to an inventor for a certain period of time, in exchange for the public disclosure of the invention. Patents are only issued for inventions where the inventor creates a unique or novel device, method composition or process.

A trademark is a brand name. It is the distinctive sign or indicator used by companies to help customers identify a product or service. A company’s logo, for instance, is a trademark.

Copyrights – In simplest terms, whenever you write a poem or story or even a paper for your class, or a drawing or other artwork, you automatically own the copyright to it.

Trade secrets – secrets or confidentiality aspects of any business are trade secrets.

3. Wait... Why am I being made to read all this?

During your tenure with the company, you may have had the opportunity to gain access to material documents, software, brochures, databases, images, media, information relating to company’s customers, suppliers, service providers, ideas, technical information such as know-how, models, drawings, manuals, techniques and so on. These works were originated in and for the employer. Your employer is the owner of all IP and confidential information. These IP and confidential information is a valuable, special and unique asset of your employer and access to this information and knowledge thereof was shared with you so that you could perform your work. Just like you cannot use someone else’s asset, you cannot use employer’s asset upon termination.

4. Is it My Employer’s Policy or the UAE’s law that requires me to observe this confidentiality?

Every business makes the investment in its IP and in gathering all the confidential information. Your employer may have a policy in place requiring every employee to observe the confidentiality provisions in strict conformity.

Speaking of the law of the United Arab Emirates please be advised that provision (v) to Article 905 of the UAE Civil Transactions Law sets out that every employee must “refrain from disclosing the industrial and trade secrets of the employer even after expiry of the contract as required by the agreement or custom.”

Article 379 of the UAE Penal Code criminalizes the act of disclosing the trade secrets. It is stated “Punishment by detention for a period of not less than one year and by a fine of not less than twenty thousand Dirhams or by either of these two penalties, shall apply to anyone who is entrusted with a secret by virtue of his profession, trade, position, or art and who discloses it in cases other than those lawfully permitted, or if he uses such a secret for his own private benefit or for the benefit of another person, unless the person concerned permits the disclosure or use of such a secret.”

Article 120 of the UAE Labour Law (Part 6) allows employers to terminate services of employees if the employee reveals and secrets of the establishment in which he was employed.

5. Okay, so what’s best for me to do if I’m leaving my current employment?

To buy peace of mind, you should not disclose any information, secret, customer or supplier list, databases, know-how, models, drawings, techniques from any third party. You should not copy, disseminate, forward, store (physically or on any media) any information pertaining to the company or any models, prototypes, patterns, samples, schematics, experimental or test data, reports, drawings, plans, specifications, photographs, collections of information, manuals and any other documents. You should sign a non-disclosure agreement to protect your interests.

6. Wait…What if I’m joining a competitor..?

If your employer has allowed you to work for a competitor, you carry a risk of divulging confidential information. You have to exercise a higher degree of care and caution and at all times ensure that you do not in any manner whatsoever disclose any information pertaining to your employer. This is important.

Your employer may (in its discretion and/or in the interest of its management) refuse you to work for a competitor.