Introduction
Earlier this year, we shared ‘Securing your business secrets: a 5-step guide’. These steps provided a framework to safeguard your company's valuable assets. However, we've observed that many companies, especially in the deep tech sector, still face practical challenges in implementing such protections effectively.

The Challenge: Bridging Legal Protections and Practical Implementation
Despite having the right legal agreements — such as NDAs, confidentiality clauses, and IP registrations — in place, companies often find it difficult to prevent unauthorized access to their proprietary technologies and confidential data.

One area where this is relevant is managing access (for instance on a need-to-know basis) of employees to certain information. But another area where this is particularly evident is in managing external visitors to company premises. Implementing practical measures limiting physical access, that complement legal protections, is crucial to fully safeguard your business secrets.

Why This Matters: The Necessity from a Trade Secret and IP Protection Perspective
Having a protocol in place is one step to ensuring that protecting your company’s assets are top of mind for the relevant employees. Protecting your business secrets is not just beneficial - it's essential to comply with legal obligations and to maintain the integrity of your innovations. Under the Dutch Trade Secrets Act, one of the key requirements to be able to enforce your rights is demonstrating that you have taken "reasonable steps" to keep the (trade secret) information confidential.

Unauthorized access or inadvertent disclosure by visitors can compromise the secrecy of your trade secrets or technology in general, potentially nullifying legal protections and weakening your intellectual property rights. Therefore, implementing strict physical access controls, both digitally and physically, is critical. It not only helps in preserving the confidentiality necessary for legal protection but also strengthens your position should any breaches occur.

For a more detailed explanation of the legal framework of protecting your business secrets, please see our earlier article here.

Introducing the Visitor Protocol and Non-Disclosure Agreement Template
To assist the deep tech community in enhancing their security measures, we are pleased to share a Visitor Protocol and Non-Disclosure Agreement Template, developed in collaboration with one of our deep tech clients.

This practical tool is designed to help companies establish clear guidelines for granting access to their premises and ensuring visitors are aware of their confidentiality obligations.

Download template here.

Key Features of the Visitor Protocol Template

• Standardized Access Procedures: Outlines a clear process for granting visitor access, including who needs to sign the agreement and under what circumstances.
• Chaperone Assignment: Requires visitors to be accompanied by a designated employee responsible for ensuring adherence to the protocol.
• Non-Disclosure Agreement (NDA): Includes an NDA that visitors must sign, acknowledging the confidential nature of any information they may encounter and agreeing not to disclose or use it improperly.
• Safety and Compliance Measures: Ensures visitors are aware of and comply with health and safety policies, such as restricted areas and required protective equipment.
• Identification and Monitoring: Mandates that visitors wear visible badges and be reasonably accompanied throughout their visit to prevent unauthorized access.
• Restriction on Recording Devices: Explicitly prohibits taking photos, videos, or voice recordings without prior written permission, reducing the risk of inadvertent information leaks.

• Identify Applicable Visitors: Any third-party visitor should be required to follow and sign this protocol.
• Assign a Chaperone: Designate an employee to accompany the visitor, ensuring they understand and adhere to all company policies during their visit.
• Execute the Agreement: Before the visit, have the visitor read and sign the Visitor Protocol and Non-Disclosure Agreement.
• Document the Visit: The Chaperone should scan and send the signed agreement to the legal department for record-keeping.
• Ensure Compliance: Throughout the visit, the Chaperone must ensure the visitor wears their badge, follows safety instructions, and does not access unauthorized areas.

Enhancing Your Security Measures
While the five essential steps outlined in our previous thought piece provide a strong legal foundation, incorporating practical measures like the Visitor Protocol can significantly enhance your company's protection against IP theft and trade secret misappropriation. Physical access control is a vital layer of security that works in tandem with legal agreements to safeguard your valuable assets.

Additional Considerations
In addition to implementing a visitor protocol, companies may benefit from other practical measures to strengthen their IP protection:

• Employee Training: Regularly educate staff on the importance of IP and trade secrets’ protection and the relevant protocols in place.
• Physical Security Enhancements: Consider access control systems, surveillance in sensitive areas, and secure storage for confidential documents.
• Incident Response Plan: Develop a plan to respond effectively if a security breach occurs.

These measures, while not explicitly covered in the original five steps, provide additional layers of protection and can be tailored to fit the specific needs of deep tech companies.