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JOUR 625 Lecture Notes - Lecture 12: Trade Secret, Non-Disclosure Agreement, Reverse Engineering

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School
Ball State University
Department
Journalism
Course
JOUR 625
Professor
Robin Blom

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Document Summary

A trade secret is a very crucial part of intellectual property law that is fairly simple tp understand. It is a type of law that protects a secret something that has value. Secret and value in a product are key elements of trade secret law. If you have information on a business that you"ve kept secret, it has value because it"s a secret. In a lot of circumstances, organization will have information that they have required their employees to sign confidentiality agreements to keep a secret. These employees know it is a secret, so it"s considered a trade secret. These kinds of information are covered under trade secret laws, but only if the information has value and has shown a lot of effort in making sure it stays a secret. Reasonable efforts of keeping something a secret is usually shown through a contract signed by anyone exposed to the secret information. This contract is called a confidentiality agreement (ca).

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Related Questions

The Most Stressful Conditions
How can effective choices be made when there is no time, when your employees, your company, and your community are in imminent danger? Decision making under these conditions takes on a different character, as shown in the response of Sidley Austin Brown & Wood to the tragic events of September 11, 2001.
The giant law firm was formed in May 2001 when Brown & Wood merged its Wall Street financial law offices with those of Chicago-based Sidley & Austin, corporate law specialists, creating the nation’s fourth-largest practice, with 1,400 lawyers worldwide. Many of the firm’s lawyers are headquartered in New York City, with 600 formerly housed at 1 World Trade Center on floors 52 to 57 and another 100 seven miles away in midtown Manhattan. On September 11, the first plane struck overhead. Workers noticed the explosion’s tremors and the smell of jet fuel. Director of Administration John Connelly asked workers to evacuate, helping the frightened and confused employees to the stairs. Being unaware of the extent of the danger, Connelly and others went from floor to floor to ensure that everyone was safely out, then left the building just as it collapsed. Only one company employee perished in the attack.
In the aftermath, with damaged facilities and workers in shock, Sidley Austin employees faced the most trying circumstances of their careers. When their attempts to contact the midtown building failed because cell phone towers had been destroyed, many employees walked to the site. At the midtown location, partner Alan S. Weil anticipated the need for additional office space and called his landlord, who granted immediate leases on two floors and also got another law firm to gibe up two newly leased floors. By the end of the day, hundreds of desks, computers, and cell phones were arriving, and contractors were installing computer cables. “It’s just amazing what you can get in New York overnight,” says partner Thomas R. Smith Jr. According to New York writer John Schwartz, “The normal rules of business engagement—deliberate negotiation, adversarial wrangling and jockeying for advantage—were swept away. The infamously in-your-face New York attitude was nowhere to be found.”
The partnership’s directors were supposed to meet in Los Angeles on September 12 but were stranded elsewhere as airlines ceased operations. The executives used conference call to begin “issue-spotting,” according ti Thomas Cole, partner. He explained, “The lawyers who assembled that day and in the days thereafter were people who had spent their entire working lives engaged in solving complex problems for clients.
…But that was under normal conditions. Would we succeed under the most stressful conditions…?” Issues involving people, insurance, and communications were complex; for example, the people issue covered such items as payroll continuity, trauma counseling, and safety and security. The organization pulled together—staffers from the Chicago headquarters drove all night to assist. When the firm’s backup data tapes needed transport from a New Jersey warehouse to Chicago, the storage companies offered to have their employees drive overnight because no planes were flying. Dennis J. O’Donovan, head of the firm’s technology section, says, “[Disaster recovery seminars] always prepare you for the worst—people not being available, people not being cooperative; the opposite has happened.”
On September 17, firm employees met, and partner Charles W. Douglas told the crowd, “The assets of the law firm are not the desks in the offices, the woodwork that’s on the walls or the paintings that are hung in the corridors. The assets of the law firm are its people.” Smith agreed, saying, “Being able to keep the business going is great, but it’s the people that count.” Employees and partners at Sidley Austin have taken on the added work with few complaints; many say that work is therapeutic. The lawyers have completed many financial deals on time, believing that it’s their patriotic duty to continue working as before. Employees claim that the tragedy drew them closer together, creating intimate friendships. Others are still suffering from stress, and some may choose paid disability leave, Nancy L, Karen, chief information officer, says the firm has learned a lot about crisis conditions. “We ought to be able to recover in less than a say next time,” she says, adding with a nervous laugh, “God forbid!” Perhaps Thomas Cole best asked…if the disaster has been a setback to the full realization of the anticipated benefits of our merger. I answer that “[b]because of the way few have risen to this challenge together, the most important yet most elusive goal in any merger integration, namely the creation of a true partnership, occurred overnight.”

References: “About Sidley,” “Our Offices,” “Our Practices,” Sidley Austin Brown & Wood website. www.sidley.com

Case Questions
1. Using the rational approach to decision making, describe the ways in which these crisis conditions affected each step of the decision-making process.

2. Based on your answer to question 1, what are some potential problems that firm should be aware of when they must make decisions during a crisis? What are some steps that firms can take to avoid those problems or to minimize their negative impact?

3. Due to the extraordinary circumstances in New York City during and just after September 11, many individuals and firms changed their behavior, acting more altruistically and ethically. In your opinion, why did this occur? Do you think the change is likely to endure for a long time, or is it only temporary?

This questions are based on FINANCE LAW subject,
If you guys can solve it using IRAC METHOD.
PART A
Jasper is a furniture manufacturer who runs a successful business in Caroline Springs as a sole trader. He owns the land on which his existing factory is built together with plant and equipment including two motor vehicles. He wants to take on partners to help put into effect his grand plans for expansion including the setting up of several more factories. Obviously, he says to himself, I need an injection of funds to finance these great plans.
So Jasper goes to a branch of the Very Accommodating Bank (‘VA Bank’) that has just opened up in his area.
On 31 August he sees the local manager of the VA Bank, a lady called Gloria. He discusses with Gloria the amount of borrowed funds Jasper thinks he will need for his business. They agree that a loan of $750,000.00 would meet Jasper’s immediate needs.
They discuss different types of loans and Gloria says: ‘Well, Jasper that is all very interesting. Based upon my experience with similar businesses to yours, I can say that the Bank would be very interested in lending you what you need. Of course we would require security. We would certainly require a mortgage over your real property together with a fixed/floating charge over your other assets.’
Jasper says that he doesn’t want to pay high fees and requires an interest rate of no more than 7% payable quarterly for the loan. Gloria says: ‘As to interest, I can only tell you that our current rate is 7.25%. What do you think about all of this? ‘Jasper says to her: ‘I will think about it and get back to you.’ Gloria says: ‘Well, don’t take too long about it.’
Jasper is getting a little fed up with Gloria’s over bearing manner and thinks he can get a better deal elsewhere. Unfortunately, he finds that in fact no one else will lend to him. So two weeks later on 14 September Jasper emails Gloria, in which email he states: ‘I accept your offer of 31 August.’
A week later Jasper phones Gloria to ask when he can access the loan. Gloria says to him: ‘Sorry, Jasper, but there has been a downturn in the Bank’s shares and the interest rate for loans such as yours is now 8.5%.’
(a) Ignoring legislation or Codes of Conduct, advise Jasper as to whether or not VA Bank is obliged to provide him with a loan of $750,000.00 at 7.25%. Give reasons for your answer.​ [5 marks]
Although he is dismayed at the Bank’s attitude, Jasper is desperate to get his plans under way and phones Gloria saying: ‘We agree to your terms but I have one question of importance to me - Can I have the option of repaying the loan on an interest only basis instead of repaying principal and interest should my circumstances make such a change necessary?’ To which Gloria replied: ‘I am fairly certain you can have that facility.’
Jasper receives the Bank’s standard contract documents for the loan, signs them and returns the documents to Gloria. Unfortunately Jasper was pressed for time and did not actually read the contracts before signing. On reading them the next day he is dismayed to find that they contain the usual obligations to repay regular instalments of principal and interest but there is no reference to an option to pay interest only.
(b) Advise Jasper if he can insist upon the Bank including an option clause in the loan agreement.​​ [3 marks]
Finally, Jasper had previously banked at the ​Westfall Bank. In the course of discussions between Gloria and Joe, the Manager of Westfall Bank, Joe tells Gloria that Jasper needs to be kept an eye on as he was always writing cheques in favour of the local casino. Gloria passes this information on to Jasper, who is appalled at this slight on his reputation.
(c) Advise Jasper what rights he has against Westfall Bank. [2 marks]​
PART B
Chameleon Ltd is a customer of the Caring and Wealthy Bank. It is a very large company and employs more than 100 people and therefore the Code of Banking Practice does not apply to it. When it opened its account with the Caring and Wealthy Bank, Chameleon Ltd agreed to be bound by this Bank’s terms and conditions as notified to it from time to time. Six months after the account is opened Caring and Wealthy Bank sends its statement to Chameleon Ltd together with the following letter:
PLEASE READ THIS LETTER. IT CONTAINS EXCITING NEW INFORMATION ABOUT YOUR ACCOUNT.
Dear Customer (‘you’),
The Caring and Wealthy Bank (‘us’) is always trying to find new ways to service you.
To enable us to do this, however, we have decided to introduce a new term of the contract between you and us. This is to enable us to reduce costs in one area so we can provide you with exciting new services. The new clause 12 of the contract between you and us is as follows:
The customer (‘you’) must read each bank statement sent to you. If there are any inconsistencies in the statement you must notify the bank of the inconsistencies within 10 business days. Failure to notify us of such inconsistencies means the amount of the balance contained in the incorrect statement represents what you owe us or what we owe you, as the case may be.
The managing director of Chameleon Ltd receives the bank statement and letter. She doesn’t read the bank statement. She starts to read the letter but throws it in the bin after she reads the first sentence thinking the bank is trying to sell new products to the company. ‘Just another publicity stunt,’ she remarks to the office cat.
The bank statement shows that between 1 February and 1 April $1 million has been fraudulently withdrawn from the company’s bank account. Chameleon Ltd does not notify the bank of the fraudulent withdrawal within 10 business days of receiving the statement. It is later discovered by the bank that an employee of Chameleon Ltd, called Cynthia, had fraudulently withdrawn the $1 million and then proceeded to lose the whole sum at the casino. The bank was then informed.
Two months later on 1 June the managing director becomes aware that on 15 May, Colin, the company’s accounts clerk, had fraudulently stolen $2,000 from the company’s current bank account at The Caring and Wealthy Bank by forging company cheques. Colin’s wife had just died and the managing director does not tell the bank about the forgeries. On 30 July, Colin steals a further $1,000 from the company account in the same manner.
After discovering on 30 July what Colin has done, the managing director comes to you and asks you to advise Chameleon Ltd what to do and whether The Caring and Wealthy Bank is entitled to debit the company’s account for
1. the $1million stolen by Cynthia and
2. the $3,000 in total stolen by Colin.
Advise Chameleon Ltd giving reasons with relevant cases. Consider what effect, if any, the letter from the Bank purporting to introduce a ‘NEW TERM’ has on the situation? What Duties of the Banker and Customer ,if any,are involved here? ​ [7 marks]
PART C
Martin Pty Ltd has an account with the Caring and Wealthy Bank named ‘Wages Account’ used (as Martin’s CEO explained to the Bank’s Manager ) for payment of wages to staff. The balance in credit was $25,000.The company also had a current account in debit to the extent of $10,000 and a loan account so designated in debit to the extent of $15,000.
Can the Bank combine any of these accounts? Explain the concept of Combination of Accounts using case law to illustrate your answer. [3 marks]