The departure of an associate, administrator, employee or collaborator does not automatically mean that the company can prohibit the person from working with former clients or using the acquired professional experience. What matters is the role played, the contracts signed, the nature of the information and the way it was used or disclosed.

Customers and know-how are not all protected equally

Customers choose who they work with in principle. Contacting a former client does not in itself prove an illegal act. The situation changes if unfair means, confidential information or trade secrets are used, if contractual obligations are violated or if personal data has been processed unlawfully.

The law protects as trade secrets only information that is actually secret, has commercial value precisely because it is secret and has been protected through reasonable measures. A customer list may meet these conditions in certain circumstances, but it does not become trade secret simply because the company calls it such. General experience, skills, and public information are not automatically the exclusive property of the company.

Check the person's role and documents

Collect the articles of association and agreements between associates, the mandate or management contract, the employment or collaboration contract, the confidentiality clauses and documents regarding copyrights, software, databases and trademarks. An associate, an administrator and an employee may have different obligations. For example, the administrators of an LLC have legal restrictions on competing activity without the authorization of the associates; the mere status of associate must not be confused with the function of administrator.

If the person was an employee, a non-competition clause after the termination of the individual employment contract has effects only under the Labor Code: it must specify the activities, third parties, geographic area, period and monthly allowance; the period cannot exceed two years, and the legal allowance has a minimum threshold. The clause cannot absolutely prohibit the exercise of the profession. These special rules do not automatically apply to an association relationship or a mandate contract.

Practical steps if you suspect unauthorized use

  • it identifies exactly the information, document or operation in question and who legally controls that information;
  • keeps the contracts, correspondence and logs obtained legally; limits access according to the company procedures and documents the privacy measures;
  • check if personal data is involved and comply with data protection rules when making copies or verifying devices;
  • requests the return of the company's equipment and documents and, if there is a contractual or legal basis, the cessation of the use or disclosure of protected information;
  • It assesses quickly the damage, the violated obligations and the appropriate remedy before sending a notification or initiating a dispute.

Do not access personal accounts, do not delete data, and do not publicly accuse the person without evidence. If there is an immediate risk of disclosure, the lawyer can assess the request for interim measures and the legal conditions for them. Neither notification nor the request for compensation alone guarantees the recovery of clients or the cessation of the activities of competitors.

Prevention begins before conflict

Define in writing what information is confidential, who has access and for what purpose; use individual passwords, access rules and appropriate records. Clearly regulate who owns the materials created for the firm and how they are handed over upon termination of the collaboration. Use non-competition clauses only for relationships where they are permitted and draft them within the limits of the law. Periodically review these measures and ensure that they are actually implemented.

For information about assistance in commercial disputes, please consult the page Commercial law.

Legislation

Law no. 11/1991 on combating unfair competition – the definition of trade secret, Law on Companies No. 31/1990 – including Article 197 regarding the directors of the SRL and Labour Code – Articles 21–23 regarding the employee’s non-competition clause. The form of the contracts and the existing the evidence may change the analysis.