In today’s knowledge-driven economy, confidential information is often a company’s most valuable asset. From algorithms and business strategies to client lists and product formulas, trade secrets form the foundation of innovation and competitive advantage. Yet, unlike patents or trademarks, trade secrets do not require registration—which makes their protection more complex and often more vulnerable.
In Romania, businesses can rely on a combination of national and EU intellectual property laws to safeguard confidential information. This article provides a practical overview of the legal frameworks and enforcement strategies available to companies seeking to protect trade secrets and prevent corporate espionage or unlawful disclosure.
What qualifies as a trade secret under Romanian and EU law?
According to Law No. 11/1991 on unfair competition, updated in alignment with Directive (EU) 2016/943 on the protection of trade secrets, a trade secret is defined by three essential elements:
- The information is secret—it is not generally known or easily accessible.
- It has commercial value because of its secrecy.
- It has been subject to reasonable steps by its holder to keep it confidential.
Trade secrets can take many forms and are not limited to technical data. In practice, most companies handle confidential information such as manufacturing processes, algorithms, source code, marketing strategies, customer or supplier lists, internal contract terms, expansion plans, and non-public pricing. This type of information, while not formally registered as industrial property, holds significant economic value precisely because companies keep it confidential.
To benefit from legal protection, a company must demonstrate clear and intentional measures to preserve confidentiality.
Legal frameworks for trade secrets protection in Romania
Romanian trade secret protection is governed by a combination of national civil law, EU directives, and general principles of intellectual property. The primary sources include:
- Directive (EU) 2016/943 – Harmonises the definition and enforcement of trade secret protection across the EU.
- Law No. 11/1991 on unfair competition – Addresses unlawful acquisition, use, or disclosure of trade secrets.
- Civil Code and Labour Code – Include contractual duties of confidentiality for employees and contractors.
- Criminal Code – In certain cases, trade secret theft can be prosecuted as a criminal offence, particularly where fraud or breach of trust is involved.
These legal instruments collectively ensure that companies can enforce business confidentiality, even without formal IP registration.
Enforcement strategies: how to protect your trade secrets
Internal preventive measures
Protecting trade secrets begins within the organisation. The use of non-disclosure agreements (NDAs) is essential, not only with employees but also with suppliers, consultants, and strategic partners. Include specific confidentiality clauses in employment contracts. Reinforce them with internal policies that restrict access to sensitive information on a strictly need-to-know basis. Digital security plays an equally critical role—implementing access controls, data encryption, and secure document-sharing platforms helps minimise the risk of unauthorised disclosure. In addition, regular training should be provided to staff to ensure they fully understand their legal and contractual obligations when handling confidential business information.
Companies must demonstrate these measures during legal proceedings, as courts assess whether they took adequate steps to protect the trade secret.
Legal remedies in case of infringement
When someone unlawfully acquires, uses, or discloses a trade secret, Romanian businesses can pursue civil, commercial, or even criminal remedies, including:
- Injunctions to stop the use or disclosure of the information
- Seizure or destruction of documents or materials containing trade secrets
- Damages for losses suffered due to the breach
- Court orders requiring the return or deletion of confidential information
- Labour litigation in the case of employee breaches
In cross-border cases, the EU framework ensures that Romanian companies can also act against infringers in other member states.
Trade secrets protection in the context of corporate transactions
During mergers, acquisitions, or joint ventures, businesses routinely share confidential information with potential partners or investors. In these situations, trade secret protection becomes even more critical.
Best practices for transactional confidentiality
In corporate transactions such as mergers or acquisitions, best practices for safeguarding sensitive information begin with signing confidentiality agreements before any negotiations or due diligence take place. During the assessment phase, it is recommended to use virtual data rooms with restricted access rights and activity tracking features. Companies should clearly define what information they share, with whom, and under what conditions, ensuring that all parties understand and respect their responsibilities. Moreover, any resulting contract—whether a share purchase agreement or a shareholder agreement—should contain detailed provisions that maintain confidentiality obligations even after the transaction has closed.
In complex transactions, companies often include trade secrets in the valuation. If companies fail to protect them, they risk devaluation, leakage of strategies, or legal disputes.
The role of legal counsel in trade secrets protection
Legal professionals play a key role in helping businesses identify, structure, and enforce their trade secret strategy. Their involvement should include:
- Mapping and classifying trade secrets across the organisation
- Drafting robust confidentiality and non-compete clauses
- Creating internal protocols for information security
- Providing immediate legal response in case of suspected breaches
- Supporting litigation and enforcement actions if needed
Given the complexity of Romanian and EU laws, proactive legal advice is essential to minimise risks and preserve commercial value.
Conclusion: protecting competitive advantage through confidentiality
Trade secrets are a cornerstone of business success—but only if they are properly protected. Romanian companies, regardless of their size or industry, must take intentional and enforceable steps to secure confidential information and reduce the risk of internal leaks or corporate espionage.
By aligning internal policies with Romanian and EU trade secrets law, using enforceable contracts, and working closely with experienced legal counsel, businesses can create a strong shield around their most valuable intangible assets.