Significantly, there has been an increasing growth of Intellectual Property the world over. Nigeria is not     an exception. The goods and services economy have been witnessing increasing growth particularly in the telecommunications sector.[1]
When you think Intellectual Property, what readily comes to mind are aspects such as copyright, trademarks, patents and designs, particularly in developing countries such as Nigeria. These areas involve the intellectual and industrial aspects of Intellectual Property. Categories of intangible right, they seek to provide protection for products of both intellectual and commercial value.
However, Trade secrets is one important branch of Intellectual Property that has continued to bridge the hitherto gap between Intellectual Property and trade and commerce. Whilst Trademark is a major platform for product owners which involves commerce, goods and services, Trade secrets could be described as been in the very heart of the commercial life of business organisations.
One could safely say that without trade secrets protection, many corporations and companies such as Microsoft, Coca-Cola, Google, Facebook, Toyota, and our own Nigerian Bottling Company (NBC), Dangote Group of Companies, Oando Plc, Zenith Bank, Zinox, Globacom including many others are most likely to have gone out of business owing to unhealthy competition. So what are trade secrets? And what has Intellectual Property got to do with it?
Trade secrets are information such as manufacturing processes, product formulations, customer lists of a company. To be protectable, they are kept from the knowledge of employees, competitors and even business partners in many cases.  A trade secret has also been defined as:
 “any valuable business information that is not generally known and is subject to reasonable efforts to preserve confidentiality.”[2]
As one of a company’s most important assets, the law of intellectual property has evolved over the years to provide adequate protection for companies’ trade secrets in the interest of promoting trade and commerce.
Therefore, trade secret law is a branch of Intellectual Property law that has been developed to protect proprietary information against commercial use by unauthorised persons or parties. This provides a company with a competitive advantage ahead of its competitors in the marketplace, helping to make its goods or services unique, the business commercially viable and the company profitable.
Both in the goods and services sector, the level of competition among businesses have continued to grow. In such competitive business environment, the risk of a company losing its trade secrets to unauthorised employees, business partners and competitors increases greatly. In an unhealthy competitive environment, the raiding of one another’s top workers among rival companies is very common. This situation also eventually amounts to trade secret litigations.
Although Nigeria presently lacks a legislation on trade secret protection, such as the Uniform Trade Secrets Act which currently applies in the United States, this is not to say that trade secrets are not protectable in Nigeria. Protective means such as non-disclosure agreements, Confidentiality agreements and other related means which also applies in other jurisdictions are readily used by companies and corporations, businesses and individuals in the country.[3]
The point however is that we are yet to have a robust local legislation for the adequate protection of trade secrets we do in the related areas of Copyright, Trademarks, Patents and Industrial Designs.[4]
Nonetheless, Nigeria remains one of the signatories to the Agreement on Trade Related Aspects of Intellectual Property Rights (TRIPS).
Significantly, the TRIPS agreement comprehensively provides the nexus between intellectual property law and international trading system.  Administered by the World Trade Organisation (WTO), TRIPS sets down minimum standards for the regulation of various forms of intellectual property (IP) just as they also applied in WTO members-states. TRIPS has over the years managed to evolve the globalisation of intellectual property laws; to the relative benefits of jurisdictions such as Nigeria. [5]
To operate profitably, a company must endeavour to protect its trade secrets. In Trade Secrets Law, there are certain requirements that must be met by the company for the adequate protection of its trade secrets and enforcement where infringed upon by unauthorised parties. Let’s take a closer look at what trade secrets involve, how it is protected under the law by examining useful provisions in the Uniform Trade Secrets Act, (In the United States, the Uniform Trade Secrets Act is being used by most of the states. Most of the states either went for adoption of a portion of the Act or modification. The Uniform Trade Secrets Act was drafted by the National Conference of Commissioners on Uniform State Laws in 1970 followed by amendments in 1985) applicable in the United States and the way forward for Nigeria.
According to the Uniform Trade Secrets Act, applicable in the United States, trade secret is an:
information, including a formula, pattern, compilation, program device, method, technique, or process, that:
(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
The point we must not miss is that to be a “trade secret”, the information must be of “independent economic value”, either “actual or potential”. This economic value directly derives from the lack of public knowledge and “not being readily ascertainable by proper means”. And the persons it applies against are those who are capable of obtaining economic value from the disclosure of the trade secret formula, pattern, compilation, program device, method, technique, or process.
Keep a date with me next week for the concluding part of this discourse. We will be taking a close look at how trade secrets can be protected under intellectual property law, briefly highlight the remedies for infringement of a trade secret, and very importantly, how an improved trade secrets protection regime in Nigeria can contribute towards a stronger Nigerian economy.

[1] Nigerian Telecom Market Set For 5.9% Growth, Leadership Newspapers, accessed July 26, 2013
[2] Quinn, G., “Trade Secret“, published at accessed on July 19, 2013.
[3] Interestingly, trade secrets are one of the exemptions stated in the Freedom of Information Act 2011. See sections 11, 12, and 15 of the Act.
[4] The Nigerian Copyrights Act Cap. C28, Laws of the Federation of Nigeria (LFN) 2004 for copyright protection; the Trade Marks Act Cap. T13 LFN 2004 for trade marks protection; and Patents and Designs Act Cap P2 LFN 2004 for the protection of patents and designs.
[5] This multilateral instrument was the product of the negotiation at the Uruguay Round of the General Agreement on Tariffs and Trade (GATT) in 1994.)

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Nigerian Law Today

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