In my last post, I discussed one of the most effective tools to protect trade secrets: confidentiality/nondisclosure agreements. Today, I’d like to talk about one of the least effective: email signature disclaimers.
We’ve all seen them, and most of us use them. Boilerplate-type language at the bottom of emails warning that “This email may contain proprietary or confidential information that is intended only for the designated recipient,” or something along those lines.
I hate these disclaimers. There’s nothing worse than opening an email chain on an iPhone and having to scroll through pages of disclaimer language. Or printing out a five-page email chain that has two pages of useful text and three pages of disclaimers. I can only imagine how many trees have been sacrificed in the name of email disclaimers.
There’s no question these ubiquitous disclaimers are an annoyance. But do they have value? Does robo-stamping¬†a disclaimer on all emails increase the likelihood that a company’s proprietary information is a trade secret under the Uniform Trade Secret Act?
In my opinion, no. Both the senders and recipients of emails routinely ignore these disclaimers. Disclaimers do nothing to reduce the risk that an employee will inadvertently send proprietary information to the wrong recipient. And they essentially do nothing to stop the recipient from misappropriating the information.
So I do not think that email disclaimers should have any effect on a UTSA reasonable-protection analysis. In an ideal world, they would disappear. But I’m not holding my breath.