Major League Baseball’s employee handbook was leaked to the sports blog Deadspin. While this is not so great for MLB, it’s nice for us, since we get an inside look at how a high-profile company handles a variety of employement-related issues. It’s an interesting read on a lot of levels, but I’m going to focus on how MLB uses—and fails to use—its employee handbook to protect its trade secrets and proprietary information. I’m not going to quote directly from or post the handbook. If you want to read it, go here.
The 162-page handbook gives an in-depth discussion of a number of issues. But MLB doesn’t do a great job of implementing policies (at least in the handbook) to protect its proprietary information.
There is a general description of employees’ obligation not to disclose confidential information. And under an Intellectual Property heading, the handbook mentions trade secrets in passing, but focuses much more on copyrights and trademarks (a significant revenue driver for MLB). MLB also instructs its employees not to post confidential information on a personal blog. Interestingly, when discussing electronic data, the handbook describes documents labeled as confidential, which cannot be removed from MLB’s offices. But it doesn’t give any more details about when and how documents should be marked confidential.
I see several key ways MLB could improve its employee handbook to better protect its proprietary information. Most importantly, MLB should include a formal confidential-documents policy, which describes what types of documents are confidential, how to mark electronic and hard-copy documents as confidential, and how these documents must be handled.
MLB could also include a formal trade-secrets policy. This would make clear that MLB has trade secrets, give examples of the trade secrets, and explain, in plain English, MLB’s legal obligation to take reasonable steps to protect its trade secrets. It would also instruct employees about how all of MLB’s trade secrets must be handled. In a future post, I’ll talk about confidential-documents and trade-secrets policies in more depth.
To the extent MLB uses cloud services to store and share documents, the handbook should address how to handle confidential information in the cloud.
The handbook doesn’t discuss whether employees must sign a confidentiality agreement. Whoever has access to confidential or proprietary information should be required to sign such an agreement at the start of their employment. And the handbook should reference these agreements when discussing confidential information.
Employee handbooks need to cover a lot of ground. Unfortunately, companies—like MLB—often gloss over confidentiality and instead focus on other aspects of the employer/employee relationship. These companies are missing a prime opportunity to protect their trade secrets and proprietary information.