概要
In this episode of the Reasonable Measures podcast, Chris Buntel is joined by Raluca Davidof Insight Contracts Law Firm in France for an international discussion on a deceptively tricky issue: drawing the line between an employee’s professional expertise, a company’s confidential know-how, and legally protected trade secrets. Together they unpack why this distinction matters, especially in biotech and medtech industries where highly specialized expertise can blur boundaries, and how companies can map, train, and govern information effectively. The conversation covers the role of HR in onboarding and offboarding, the importance of repeated training and awareness, and how proactive mapping of knowledge creates both external benefits such as investor confidence and monetization opportunities and internal benefits such as avoiding duplication, saving time, and enabling smoother employee transitions.
Takeaways
- Three categories of information matter. Individual professional expertise, company confidential know-how, and trade secrets which require commercial value, secrecy, and protective measures.
- Training is the number one safeguard. Employees should learn the difference early and repeatedly, not just on their last day.
- Mapping is foundational. Companies must define what they have before they can protect it, from patents to non-patentable know-how.
- HR processes are critical. Structured onboarding, ongoing awareness, and offboarding practices reduce risk of leaks.
- External payoff. Clear governance builds investor trust, strengthens valuation, and opens licensing or M&A opportunities.
- Internal payoff. Efficient knowledge transfer, less duplication, and faster employee ramp-up save time and resources.
- Trade secret protection is a lifecycle. Mapping, training, audits, and updates should be ongoing, not one-off exercises.
Transcript
Chris Buntel (00:10)
Hi and welcome to the latest Reasonable Measures podcast. I’m Chris Buntel from Tangibly and we have a different format for today. We’re actually having a guest speaker talk with me about an interesting topic. So I’m really happy to have Raluca David from the Insight Contracts Law Firm in France join us. So we’re extremely international today. I’m calling from Singapore. So it’s great to have you here.
Raluca David (00:39)
Thank you so much, Chris. It’s great to be here. Thank you for the invitation. And I’m really looking forward to chatting together.
Chris (00:48)
Fantastic. And we wanted to pick a really interesting topic, but not one that’s academically interesting, kind of real life interesting, where we’re getting these questions from our clients and our contacts. And we really wanted to talk about the different categories of information, things like the general know-how of people doing their job versus company confidential information, all the way up to trade secrets.
Just to start off, why does this matter? Why did you suggest this as a great topic? And I do agree, it’s an amazing topic.
Raluca (01:27)
Well, because before we can even get to the topic of trade secrets, I have so many clients, biotechs and medtechs in particular, that ask me: what do I have and how do I make the difference between my employees’ personal professional expertise and my own company’s confidential know-how, which I want to protect.
Chris (01:59)
Yeah, and it’s a great point because people get hired to do a job because they’re really good at what they do. Like they’re a fantastic flow cytometer operator or they’re really good at radiology or whatever their field of expertise is, that’s a good thing. And that’s why they’re being hired from their old job to go to their new job. So we often joke that you can’t erase people’s brains when they leave your company. It’s too bad.
That would make this a lot easier. There is a lot of information from my view that it’s OK to move. Just general knowledge and general skills of people in that industry, that’s not a bad thing. That’s actually quite good.
Raluca (02:46)
This is exactly the strength and one of the weaknesses of very niche industries like biotech and medtech. They use very specialized experts and they need them, and that’s the strength. At the same time when you have someone with such expertise that moves from company to company, that’s where the lines get blurred between personal professional expertise and confidential company know-how.
Chris (03:28)
And I’m not sure if you agree, sometimes it’s hard to tell the difference. Like that line, it’s not even a line. It’s just this blurry mess. And it’s often a little challenging to figure out which category a piece of information falls in.
Raluca (03:45)
Well, how about first I maybe start by defining the three main ideas: professional expertise, company know-how, and trade secrets, and how they all work together.
Professional expertise is what you as an individual take with you from job to job. It’s your skills, your education, and your experience.
Confidential company know-how is different. It’s the inside playbook, the methods, the data, and the strategy of your company. That’s what gives your company the competitive advantage.
Trade secrets are a legal category of know-how. They have commercial value, they are secret, and the company has taken real steps to protect it.
This distinction really matters because it gives clarity to employees themselves to know what they can use in their everyday job and what they can take with them as they move on. And it’s what protects the company’s confidential information in general.
Chris (05:07)
Yeah, and it’s interesting because when someone moves jobs from company one to company two, actually all three categories are in their brain. So they’re aware of the company secrets, the company playbook, as well as trade secrets. They just aren’t supposed to use them or disclose them when they move to the new job.
It’s easy if it’s a piece of paper. You just say, don’t bring this paper with you when you leave the company. That’s kind of simple. But it can get tricky or challenging when it’s in their brain because, again, you can’t zap them and make it go away.
Raluca (05:45)
This is why whenever I have biotech or medtech clients that tell me, we don’t really have time, we just want you to identify this know-how so that we can protect it as a trade secret, we don’t have time for training—I refuse to work like that. Because basically it’s like building the best airplane ever and not having the pilot learn how to fly it.
You’ve got an employee that will not understand why we’re doing this or how to protect the information. And what you just said in terms of you cannot erase their brain when they leave, however you can train it over the years that they’ve been with the company to know the difference. Because you’ve done the work of identifying the company know-how and separating it, and teaching them what the difference is between their own professional expertise and the company know-how.
So then when you actually do the outboarding, which is a concept that is very new and just arrived in France, it’s easier. They had already been made aware over the years of working there, and then you just have to remind them. It’s not perfect, but it’s definitely lowering the risk of leaks or disputes down the road.
Chris (07:17)
Yeah, I think it’s important that the employee’s last day when they’re getting ready to leave should not be the first time they hear about this. Like there’s something really wrong with your process if this is new news to them. Ideally, HR has taken an active role both in the onboarding and offboarding to control these risks. And like you said, training is probably the number one best thing you can do to lower your risk.
At Tangibly, we often say if you only do one thing, train your people, because it pays off tremendously. We hope you do more than one thing, but if you’re only going to do one, that should be your first choice.
Raluca (08:02)
You have to map the information first. You have to actually define what’s general professional expertise, what’s your company’s confidential know-how, and which items qualify as trade secrets. Then you need to train your people to tell them, we’ve identified this, this, and this. And now you need to put protections in place like access controls, contracts, updates, and audits.
Because your science evolves, so should your legal protection strategy. But nothing is more important than company culture and training your people.
Chris (08:48)
Yeah, it all kind of fits together into a cohesive package. Taking trade secrets seriously and confidential information seriously and handling them appropriately preserves their value and lowers your risk. It all fits together almost like a jigsaw puzzle.
Raluca (09:06)
I call it my five-step lifecycle. Because it’s a lifecycle. We start at one point, but then it has to repeat. The training has to become a yearly awareness session at least. The audits have to check how your technology has evolved. Has the company know-how evolved compared to the professional expertise of the new experts that we hired? It’s important to keep at it. It’s a lifecycle.
Chris (09:42)
Definitely. In your experience, are medical and biotech fields more challenging or more difficult than other industries? Or are there special things that you have to handle differently compared to, say, a cement company client?
Raluca (10:02)
Well, there are similar challenges with any heavily R&D industry. As we mentioned before, the fact that they have such strong experts in such niche subjects really blurs the line between professional expertise and the company’s know-how.
I think that’s the biggest challenge, especially in biotech and medtech, because many, if not most, of the CEOs are scientists at heart or even still working with the R&D team. They see the science evolve, and it’s so related to what they have studied—maybe they did a PhD in it in their youth and it’s been their whole life.
Within their own minds, and within the company, their professional expertise is very hard to separate from the company know-how. Especially when they’ve been with the company from creation for ten years. It’s all very interrelated, which is why I think having an outside counsel come in and actually analyze the science itself case by case is so valuable.
Chris (11:54)
Well, and scientists love to share. In some ways it’s a great thing, and in some ways it’s a horrible thing. Culturally, especially in university, they’re encouraged to publish and present and go to conferences and make the world a better place through their research. Which is good, but at the same time, you’re trying to protect all the time and effort and innovation that’s developed at their company employer. It can be hard to balance those two.
Raluca (12:33)
I’ve had that question many times, especially since I also worked at universities. I’ve seen both sides of the public and private industry. What I always tell them is first start with mapping it out, identify, know what you have, and then you can actually think of your strategy. Because you cannot have a global vision of what you want to do without knowing what you have.
Once you know what you have, everything becomes easier: patents, know-how related to patents, non-patentable know-how, and employees’ professional expertise. Then you can actually say, this is the strategy that works for us as a company.
Chris (13:27)
And even defining what you have can be challenging because a lot of people don’t really know or they don’t know how to go digging to find these things. So it’s great that you can help them uncover all of this value.
Raluca (13:28)
Building from that, I really enjoy what I do because I love working with scientists. I love learning about the secrets, obviously within the limits of the professional secret of the lawyer. What I really like is the fact that they already know what they have. I never work in a legal vacuum. I always say I need to have access to your teams. I need to talk to them because they already know what you have.
We just need to work on the structure, clarifying it, and being able to trace it. Sometimes it’s all in their heads and they’ve never taken the time to put it down in writing, in a confidential way with protective measures around it. Structuring it makes it reusable and easily transmissible for internal needs like training or for external tech transfers.
Chris (14:54)
And if they do everything right—working with good advisors like yourself, figuring out what they have, setting up policies and procedures—what kind of benefit can they see? Why go through all that effort? What’s the payoff?
Raluca (15:13)
There is the obvious payoff of being able to build trust when you talk with your investors and partners. You can monetize your know-how and protect your most valuable assets.
But for me, one of the things that is always—
Chris (17:10)
Welcome back. Yeah, I’m not sure I even heard the beginning of the answer. Try again.
Raluca (17:26)
Repeat the question, yes.
Chris (17:36)
I’m wondering what the benefit is if people take the time and effort to do all of this well—good policies, procedures, knowing what they have, training, HR onboarding and offboarding. Why bother? What’s the benefit?
Raluca (17:58)
There are two types of benefit. One is external. The other, often forgotten, is internal.
Externally, you can lower the risk of leaks and losing your competitive edge, while building confidence with your investors. Your valuation goes up. You can monetize it with partners. It opens up business opportunities from licensing to M&A.
Internally, it’s extremely valuable. You avoid duplication. You avoid wasting your team’s time trying to find data from years ago. Especially with clinical trials in biotech and medtech, it’s important to know where the data is. When you have new employees come in, training takes less time because you’ve already identified and made traceable your important know-how.
The consequences and benefits are not just theoretical. It’s not just legal protection. It impacts strategy, trust, and the bottom line.
Chris (23:17)
That’s great. I agree. There are increased benefits and decreased risks from doing these things properly. And it’s really not that much work. It’s scarier than it really is. Once you do it, it’s not that bad. You can do it gradually. You don’t have to be perfect tomorrow. You can gradually improve systems, policies, and training to get where you want to go. It’s a journey, not a magic moment where everything is perfect in one day.
Raluca (23:53)
I completely agree. Even just taking one step is worth it. Several startups have asked me, what’s the minimum we can do? We’re small, we don’t have a big budget. My answer is map out what you have, train your people step by step, and then go into a fuller audit later when you are ready.
At the end of the day, protecting your know-how is not about red tape. It’s about protecting your science, your people, and your company’s value.
Chris (24:30)
Absolutely. Raluca, we’re running up against time, but it’s been great talking to you. This is a really good and really hard topic that we picked for today. It’s been great getting your perspectives. Thank you again for joining this Reasonable Measures Podcast. It’s been fun.
Raluca (24:49)
Thank you so much, Chris. I loved it. Talk soon.
Chris (24:52)
Okay, we’ll talk soon.
