Proprietary information: Difference between revisions

“[[Proprietary]]”, so our good friends on the world wide web tell us,<ref>{{Google2|define|proprietary}}</ref> means “of or relating to an [[owner]] or [[ownership]]”.  

Ownership implies a [[property]] right of some sort.<ref>{{Google2|define|property}}: the right to the possession, use, or disposal of something; ''[[ownership]]''.</ref> When it comes to [[information]], “ownership” is a slippery concept. Only certain kinds of information may be “owned” at all— those that qualify as [[intellectual property]]: [[copyright]]ed material; [[patent]]s and [[trade mark]]s. But permissions to use, or transfer, ''proprietary rights'' in information are ''not'' a fit subject for a [[confidentiality agreement]]. For those you need a licence agreement. An [[NDA]] is about what you may ''not'' do with information to which you already have an implied licence. This is a contractual restriction: its breach sounds in damages, for loss caused to the discloser. The use, for profit, of information owned by someone else is not, of itself, a breach of contract but an infringement of proprietary rights for which the remedy is an account for profits. 

''You can’t own raw data, or facts, or simple lists of things''. Client lists, trading data, a credit history, the economic data from your business — these things may be commercially sensitive, and they may be secret — but ''they are not [[proprietary information]]''.  

Much of the [[Confidential information - Confi Provision|information]] you might want to protect in a [[Confidentiality agreement|confidentiality agreement]] is ''not'' intellectual property: Indeed, often that is exactly why you need a [[confi]] — the secret is not otherwise protected. If it is not intellectual property then it cannot be “[[proprietary information]]”