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Trade Secrets Disputes UK: Protect Your Business

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Part ofCommercial Disputes

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Trade secrets sit at the heart of many British businesses. The secret recipe, the customer database, the pricing model, the proprietary algorithm: these assets often carry more commercial weight than any patent on the wall. Yet because they live in people's heads and on shared drives rather than on a public register, they are also surprisingly fragile. When a former employee walks out the door with your client list, or a prospective buyer uses confidential figures to undercut you, the question becomes whether you took enough steps to treat that information as a secret in the first place. This page walks through how trade secrets are recognised under UK law, the contracts that back them up, and what tends to happen when a dispute breaks out.

What this document is

A trade secret is commercially valuable information that is not generally known, that gives the holder a competitive edge, and that the holder has taken reasonable steps to keep confidential. In England and Wales, protection comes from a combination of the common law of confidence and the Trade Secrets (Enforcement, etc.) Regulations 2018, which implemented the EU Trade Secrets Directive and remain part of UK law.

Unlike patents or registered trade marks, there is no register to join and no certificate to wave in court. The protection flows from how you handle the information day to day. Source code, manufacturing methods, supplier pricing, client lists, marketing strategies, unreleased product designs and internal financial models can all qualify, provided the business treats them as confidential through access controls, written agreements and clear internal policies.

A dispute typically arises when someone with legitimate access, an employee, contractor, business partner or potential buyer, uses or discloses the information outside the boundaries they were given.

How to use this document

  1. Identify what actually qualifies as a trade secret. Walk through your business and list the information that has real commercial value because it is not public. Think beyond formulas and code: pricing structures, supplier terms, customer behaviour data and internal know-how often matter more. Write these down so you can point to them later if a dispute arises.
  2. Put the right contracts in place before sharing anything. Non-disclosure agreements, confidentiality clauses in employment contracts, and specific provisions in director service agreements, consultancy contracts and supplier terms all play a role. The document should name the categories of information covered, set out how it can be used, and make clear what happens on termination. Generic boilerplate is rarely enough.
  3. Control access internally. Limit who can see sensitive files, use permissions on shared drives, mark documents as confidential, and keep an audit trail of who accessed what. Courts look at whether you behaved as though the information was genuinely secret. If everyone in the building could read it, that argument becomes much harder to run.
  4. Handle exits carefully. When an employee or director leaves, remind them in writing of their ongoing confidentiality obligations, recover devices, revoke system access promptly, and check their contract for post-termination restrictions on using confidential information. This is often where leaks start, and a calm, documented offboarding process pays for itself many times over.
  5. Act quickly if a breach happens. If you suspect misuse, gather evidence, preserve digital records, and take legal steps early. Remedies can include interim injunctions to stop further disclosure, damages, an account of profits and delivery up of materials. Delay weakens your position, both practically and in the eyes of the court.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Common questions

Q Is a trade secret the same as intellectual property?
Trade secrets are a form of intellectual property, but they sit alongside patents, copyright and trade marks rather than overlapping with them. The key difference is that trade secrets are protected through confidentiality rather than registration. You do not apply to anyone for trade secret status. Instead, protection depends on the information being genuinely secret, having commercial value because of that secrecy, and being handled as confidential by the business.
Q Do I need a written NDA, or is common law confidentiality enough?
In theory, the law of confidence can protect information even without a written agreement, but relying on that alone is risky. A written NDA or confidentiality clause sets out exactly what is covered, how it can be used, how long the obligation lasts, and what remedies apply on breach. It also makes disputes much easier to run. In practice, written agreements should be standard for employees, contractors, suppliers and anyone considering a transaction.
Q Can I stop a former employee from using what they learned in my business?
You can usually prevent misuse of genuinely confidential information, such as client lists or pricing data, but you cannot stop someone from using general skills and experience they developed on the job. The line between the two is often contested. Well-drafted employment contracts with specific confidentiality clauses and, where appropriate and reasonable, post-termination restrictive covenants give you the strongest position.
Q What can a court do if my trade secrets are misused?
The courts have a range of remedies available. These can include an injunction to stop further use or disclosure, damages to compensate for the loss suffered, an account of the profits the wrongdoer made, and orders for the return or destruction of infringing materials. In urgent cases, you can apply for an interim injunction before full trial. The remedies awarded will depend on the facts and how quickly you acted.
Q How does confidentiality work when I am selling my business?
Sales processes involve sharing sensitive information with prospective buyers, often including competitors. A detailed confidentiality agreement should be signed before any meaningful disclosure, covering financials, customer data, processes and strategy. It should also address what happens if the deal falls through, including return or destruction of materials and ongoing use restrictions. Without this, you risk handing a rival a roadmap to compete with you.
Q Are directors held to a higher standard than employees?
Directors owe fiduciary duties to the company, including a duty to avoid conflicts of interest and a duty not to misuse company property, which extends to confidential information. This is a higher bar than the duties owed by most employees. Director service agreements should reflect this with tighter confidentiality wording, clearer post-termination obligations and, where justified, specific restrictive covenants.
Q How long does trade secret protection last?
Protection lasts for as long as the information remains confidential and commercially valuable. Unlike a patent, there is no fixed expiry. If the information enters the public domain, through publication, reverse engineering or a leak that is not stopped, protection is usually lost. This is why handling, access controls and swift action on breaches matter so much.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.