Is software a trade secret? The rules for a company's own tools

What makes an internal tool a trade secret?

US federal law covers all forms of business, technical and engineering information, including methods, processes, procedures, programs and codes, where the owner has taken reasonable measures to keep it secret and it has value from not being generally known. The UK regulations ask for information that is secret, has commercial value because it is, and has been subject to reasonable steps to keep it so.

Source: Internal tool trade secret law

Why copyright protects less than you might expect

US copyright never extends to an idea, procedure, process, system or method of operation, however it is written down. In the UK a computer program and its preparatory design material are literary works, but protection starts only once the work is recorded.

Source: Internal tool trade secret law

Who owns what the team built?

A UK employer is the first owner of copyright in a work an employee makes in the course of employment, and an invention an employee makes in normal duties belongs to the employer where an invention might reasonably be expected from those duties. In the US the employer is the author of a work made for hire unless a signed written instrument says otherwise.

Source: Internal tool trade secret law

What a licence has to keep in place

In the UK, taking, using or disclosing a trade secret is unlawful where it breaches confidence, so a training licence needs confidentiality terms. A US employer must give the whistleblower immunity notice in any agreement with an employee that governs a trade secret, or lose exemplary damages and fees against that employee.

Source: Internal tool trade secret law

Elsewhere on Sell Internal Tools to AI

Who takes this kind of data is on internal tool company.