I’d written about Trade Secrets a while back, and the only way to protect those secrets in India, (barring not revealing them to another soul) is through Non Disclosure Agreements (NDAs).Non Disclosure Agreements are basically agreements signed between two people or entities which put down in writing that confidential information is being passed from one person to another, the nature of the information, the purpose and most importantly an undertaking from the person receiving the information not to reveal it to anyone for a specified period of time.

The Calcutta High Court recently dealt with a case where a travel and trade fair organizer in India, Fairfest Media Limited (Fairfest) which had been hosting travel trade shows in India since 1989 was approached by ITE Group PLC who claimed to be interested in entering into a joint venture with Fairfest to enter the Indian market. So to negotiate and understand Fairfest’s workings, the two parties signed an Non Disclosure Agreement on March 15, 2013 which was valid for 6 months and two years subsequent to that.

Once the agreement was signed, to take things forward, on March 19, 2013, ITE asked Fairfest to share certain confidential financial and marketing information with them, which Fairfest complied with the very next day. A few days later, ITE made them an offer, which Fairfest considered too low and rejected. Fairfest made a counteroffer, which ITE kept dodging for some reason or the other. On July 5, 2013, ITE bought 28 percent of the shares of another india exhibition organizing company called Asian Business Exhibitions & Conferences Ltd. (ABEC).

In January 2014, between the 16th and the 18th, ABEC conducted a travel show called India International Travel & Tourism (IITT). Shortly after the event, Fairfest wrote to ITE generally following up on the offer for the Joint Venture. On April 2, 2014, ITE responded to Fairfest stating that ABEC which they owned minority shares in, had an agreement with them such that they would not be able to enter into any kind of arrangement with Faifest since they were competitors now.

In addition to this change in plans, Fairfest also found out that the IITT was going to be held in January 2015 and this time, ITE was one of the co-sponsors of the event. Moreover they found that cover page of the brochure for the IITT 2015 event had an image of the seven wonders of the world encircling the logo which was similar to Fairfest’s logo.

Concerned by these turn of events, Fairfest approached the Court asking for ITE to be stopped from using any of their confidential information, and a compensation of 500 million rupees as loss of business.

The Court heard the arguments from both sides, Fairfest who stated that it’s confidential information was used by ITE to gain a competitive edge and ITE who argued that the information that Fairfest gave them was not used by them nor was it beneficial to them. They also argued that Fairfest had to first inform the Court of what the confidential information was and more importantly how ITE had used it.

The Court finally held that it was clear that Fairfest had provided ITE with some confidential information and that Fairfest could not reveal that in Court as it would become public, moreover they held that ITE had initially claimed not to be involved in ABEC’s IITT event, while they were in fact co-sponsors of the event and had even used a logo similar to Fairfest’s. The Court also found that Fairfest did have knowledge of ITE’s stake in ABEC and had not taken any action against them for the IITT event in 2014 but was approaching the Court now as they felt their betrayed by ITE for not entering into the joint venture with them.

The Court ultimately ordered ITE and ABEC to remove the logo on the brochure, remove the name of ITE as a joint organizer in any promotional material for the IITT 2015 event. The Court also granted an injunction against ITE stopping them from using any of the confidential information such as the marketing information and customer details until September 30, 2015 (as per the terms of the agreement). The defendants were allowed to host the IITT 2015 event only if they complied with these requirements.

While there were many cases discussed on the purpose and remedies of protecting confidential information through Non Disclosure Agreements and contracts, it was great to see that the Courts recognize, value and enforce such contracts. The important thing to keep in mind though is that while the Courts enforce such contracts, it is important that they are drafted properly and suited to a person’s needs.

This article has been authored by Navarre Roy, an IP Law practitioner.