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IEEE TRANSACTIONS ON PROFESSIONAL COMMUNICATION, VOL. PC 30, NO. 3, SEPTEMBER 1987 173 Unfriendly Eyes JUDITH GUNN BRONSON Abstract—Because technical writers generate, work o n , o r simply have access to proprietary and other confidential information, they need to be aware of the extent of corporate and national espionage and their role in preventing it. This article discusses five responsibili- ties technical writers have: to protect documents, to guard their tongues, to report security problems, to avoid conflicts of interest, and to remember legal obligations to former employers. Numerous vignettes illustrate actual espionage cases. I NFORMATION THIEVES ARE now corporate enemy no. 1," said Business Week in May 1986. The thieves may be employed by a firm's competitors or by foreign governments; they seek such obvious documents as blue- prints and such less-than-obvious documents as price lists. They offer money, excitement, or ego gratification. Occa- sionally, they need offer nothing: they get their informa- tion because someone is careless. Despite the advances in electronic espionage methods, these thieves depend on peo- ple for their success. Because technical professionals (engineers as well as writ- ers, editors, or illustrators) frequently generate, work on, or have access to information desired by thieves, those writers need to recognize the risks of careless talk or docu- ment handling and to detect the earliest signs of approach by an information thief. Ideally, of course, technical writ- ers will be trained in thé legal and ethical aspects of the protection of legitimate secrets by new employers, but the reality is that many companies overlook security problems, sometimes even after they have been victimized. This article draws on published sources, including corpo- rate codes, and interviews to illustrate security problems. It explains five responsibilities that the technical profes- sional should adhere to in relation to trade secrets. With this knowledge, engineers and writers will be able to pro- tect themselves from being trapped or manipulated into re- vealing legitimate confidential information.* Judith Gunn Bronson is President of Stem Line Publishing Services, Inc., which specializes in medical and bioscience material for profes- sional audiences. She has also worked for the University of Minnesota Medical School and the pharmaceutical firm of Parke, Davis & C o . S h e holds an M.S. in bacteriology/immunology (Iowa State University) and a B.A. in chemistry, biology, and English (Bowling Green State Univer- sity, Ohio). * I am grateful to the San Antonio Office of the Federal Bureau of Investigation, to the Ethics Resource Center in Washington, D C , a n d t o several sources who wish to remain anonymous for consultations, stories, and materials. THE PROBLEM Item: An attorney with a pharmaceutical company offers to provide a continued flow of information on his employ- er's new products, marketing strategies, and pricing poli- cies to a competitor in exchange for $5000 a month. He is arrested by the FBI after someone described as a "confi- dential source" at the competitor notifies his employer of the offer [1]. Item: The U.S. Justice Department charges GTE Corpora- tion with conspiracy to obtain classified electronic warfare documents from the Pentagon to assist in preparing bids on military contracts. The company indicates that it will plead guilty [2]. Item: A "Mexican government official" meets in a Hous- ton hotel room with the sales manager of Preco Turbine Services, who promises that his company can do construc- tion work at a power station just as well as another candi- date for the contract, General Electric, for a lower price. To prove his company's expertise, the Preco manager shows the official a detailed schematic diagram clearly la- belled GE Proprietary Information. The "official" is an investigator; Preco pleads guilty to stealing GE trade se- crets [3]. GE admits to having suffered "more than nine significant" leaks of secrets since 1980. Item: The U.S. Government commissions a report from the MITRE Corporation on techniques for monitoring tele- communications. So thoroughly does MITRE do its job that the government classifies the report and forbids its distribution. The two-volume document continues to be sold by the Commerce Department's National Technical Information Services [4]. Item: The Pentagon swears that there is no such thing as the F-19 Stealth fighter jet, but the Testor Corporation markets a popular 12-inch plastic model, based in part on a sketch sent to Testor's chief designer by a pilot who saw the plane. In reporting this story, The Wall Street Journal includes a picture of the model—assembled [5]. Item: A manufacturer sends an employee to work for a rival. Armed with the customer lists, financial data, and manufacturing information provided by this "mole," the manufacturer is able to buy out the rival. The product? Tortillas [6]. 0361-1434/87/0900-0173$01.00 © 1987 IEEE

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Page 1: Unfriendly eyes

IEEE TRANSACTIONS ON PROFESSIONAL COMMUNICATION, VOL. PC 30, NO. 3 , SEPTEMBER 1987 173

Unfriendly Eyes JUDITH GUNN BRONSON

Abstract—Because t e c h n i c a l w r i t e r s g e n e r a t e , w o r k o n , o r s i m p l y

h a v e a c c e s s t o p r o p r i e t a r y a n d o t h e r c o n f i d e n t i a l i n f o r m a t i o n , t h e y

n e e d t o b e a w a r e o f t h e e x t e n t o f c o r p o r a t e a n d n a t i o n a l e s p i o n a g e

a n d the i r r o l e i n p r e v e n t i n g i t . T h i s a r t i c l e d i s c u s s e s f i v e r e s p o n s i b i l i -

t ies t e c h n i c a l w r i t e r s h a v e : t o p r o t e c t d o c u m e n t s , t o g u a r d t h e i r

t o n g u e s , t o r e p o r t s e c u r i t y p r o b l e m s , t o a v o i d c o n f l i c t s o f i n t e r e s t ,

a n d t o r e m e m b e r l e g a l o b l i g a t i o n s t o f o r m e r e m p l o y e r s . N u m e r o u s

v i g n e t t e s i l l u s t r a t e a c t u a l e s p i o n a g e c a s e s .

INFORMATION THIEVES ARE now corporate enemy no. 1 , " said Business Week in May 1986. The thieves

may be employed by a firm's competitors or by foreign governments; they seek such obvious documents as blue-prints and such less-than-obvious documents as price lists. They offer money, excitement, or ego gratification. Occa-sionally, they need offer nothing: they get their informa-tion because someone is careless. Despite the advances in electronic espionage methods, these thieves depend on peo-ple for their success.

Because technical professionals (engineers as well as writ-ers, editors, or illustrators) frequently generate, work on, or have access to information desired by thieves, those writers need to recognize the risks of careless talk or docu-ment handling and to detect the earliest signs of approach by an information thief. Ideally, of course, technical writ-ers will be trained in thé legal and ethical aspects of the protection of legitimate secrets by new employers, but the reality is that many companies overlook security problems, sometimes even after they have been victimized.

This article draws on published sources, including corpo-rate codes, and interviews to illustrate security problems. It explains five responsibilities that the technical profes-sional should adhere to in relation to trade secrets. With this knowledge, engineers and writers will be able to pro-tect themselves from being trapped or manipulated into re-vealing legitimate confidential information.*

Judith G u n n B r o n s o n is Pres ident o f S t e m L i n e P u b l i s h i n g S e r v i c e s ,

I n c . , w h i c h s p e c i a l i z e s in m e d i c a l and b i o s c i e n c e materia l for p r o f e s -

sional a u d i e n c e s . S h e has a l s o w o r k e d for the U n i v e r s i t y o f M i n n e s o t a

Medica l S c h o o l and the pharmaceut i ca l f irm o f P a r k e , D a v i s & C o . S h e

holds an M . S . in b a c t e r i o l o g y / i m m u n o l o g y ( I o w a State U n i v e r s i t y ) and a

B . A . in c h e m i s t r y , b i o l o g y , and E n g l i s h ( B o w l i n g G r e e n State U n i v e r -

s i ty , O h i o ) .

* I a m grateful to the S a n A n t o n i o O f f i c e o f the Federa l Bureau o f

Invest igat ion, t o the Eth ic s R e s o u r c e C e n t e r in W a s h i n g t o n , D C , and to

several sources w h o w i s h to remain a n o n y m o u s for c o n s u l t a t i o n s , s t o r i e s ,

and materials .

THE PROBLEM

Item: An attorney with a pharmaceutical company offers to provide a continued flow of information on his employ-er 's new products, marketing strategies, and pricing poli-cies to a competitor in exchange for $5000 a month. He is arrested by the FBI after someone described as a "confi-dential source" at the competitor notifies his employer of the offer [1].

Item: The U.S. Justice Department charges GTE Corpora-tion with conspiracy to obtain classified electronic warfare documents from the Pentagon to assist in preparing bids on military contracts. The company indicates that it will plead guilty [2].

Item: A "Mexican government official" meets in a Hous-ton hotel room with the sales manager of Preco Turbine Services, who promises that his company can do construc-tion work at a power station just as well as another candi-date for the contract, General Electric, for a lower price. To prove his company's expertise, the Preco manager shows the official a detailed schematic diagram clearly la-belled GE Proprietary Information. The "official" is an investigator; Preco pleads guilty to stealing GE trade se-crets [3]. GE admits to having suffered "more than nine significant" leaks of secrets since 1980.

Item: The U.S. Government commissions a report from the MITRE Corporation on techniques for monitoring tele-communications. So thoroughly does MITRE do its job that the government classifies the report and forbids its distribution. The two-volume document continues to be sold by the Commerce Department's National Technical Information Services [4].

Item: The Pentagon swears that there is no such thing as the F-19 Stealth fighter jet, but the Testor Corporation markets a popular 12-inch plastic model, based in part on a sketch sent to Testor's chief designer by a pilot who saw the plane. In reporting this story, The Wall Street Journal includes a picture of the model—assembled [5].

Item: A manufacturer sends an employee to work for a rival. Armed with the customer lists, financial data, and manufacturing information provided by this " m o l e , " the manufacturer is able to buy out the rival. The product? Tortillas [6].

0361-1434/87/0900-0173$01.00 © 1987 IEEE

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174 IEEE TRANSACTIONS ON PROFESSIONAL COMMUNICATION, VOL. PC 30, NO. 3 , SEPTEMBER 1987

Item: The young man, apparently trying to impress his attractive companion, describes in detail the architecture of the soon-to-be-marketed computer system on which he worked. His voice carries easily across the quiet cafeteria at New York's JFK Airport to the ears of strangers.

Item: An employee of a machine-tool manufacturer pours out his complaints about his work to a friendly acquaint-ance. Flattered by the attention, he also answers questions about how his employer makes its products. By the time he realizes he is talking too much, he has been compromised by accepting " l o a n s " from the acquaintance, an Eastern bloc intelligence agent. With the information obtained and low-cost labor, the agent's government is able to produce the same product for export to the United States. A few years later, the employee's company is forced to declare bank-ruptcy, having lost its market to the lower-cost import [7].

Item: The corporate interviewer is delighted that a student at a college he is visiting has held a summer internship with a competitor. The student, eager to impress the inter-viewer, is delighted to answer questions about what he did and saw during that summer. The student will not be hired; the interviewer notes in his report that the young man cannot keep secrets. The interviewer's next task is to interview some competitors' employees for nonexistent jobs in the hope that they, too, will be eager to impress. Although those coming for interviews assume that this in-terviewer, like so many others, is from the personnel de-partment, he is in fact an engineer [8].

These stories, all true or (in the case of the last two) based on common events, are merely samples of one of the world's busiest businesses: espionage. Almost anything may be sought: formulas, designs, specifications, raw ma-terial prices, profit margins, pricing and marketing strate-gies, employee training methods, and bank codes. Almost any company may be a target: the most advanced computer designer or biotechnology firm or the distinctly low-tech tortilla manufacturer and the fast food McDonald's chain. And almost everyone is doing it: competing companies spy on each other, the East spies on the West, and the Western allies spy on one another. Some of what is done is legal (see [9]); much is questionably legal or clearly illegal. How effective is it?

Item: Since 1982, IBM has filed more than 24 theft-of-information lawsuits, including the one that led to a far-reaching, widely publicized settlement with Hitachi [3].

Item: Guardian Industries Corporation hired six employees from Manville Corporation to reconstruct a type of insula-tion which their former employer had spent 7 years and $9 million developing. Guardian, which had no experience in the insulation business, was able to bring its product to market in only 18 months [3].

Item: According to one estimate, "infringement of intel-

lectual property" (the generic term for information theft) costs U.S. firms $5.5 billion in sales, and abolishes the jobs of more than 130,000 workers, every year. The bill for wasted research and development was not guessed at.

WHAT IS A TRADE SECRET AND WHY IS IT A UNIQUE TYPE OF PROPERTY?

Unfortunately, the several definitions of trade secret ex-press somewhat different conceptions, so we must begin by defining the term.

The American Law Institute offers a generic definition: "any formula, pattern, device, or compilation of informa-tion which is used in one's business and which gives [one] an opportunity to obtain an advantage over competitors..." [10]. Weyerhaeuser, in an employee brochure, is more spe-cific: " . . .a l l or any part of any scientific, technical or busi-ness information, design, process, procedure, formula or improvement; and...plans; customer lists; market studies; cost and price studies; or similar information that is...of value" [11]. Xerox's definition is beautifully simple: ".. .anything Xerox knows through its own efforts that other people don't know and that is important to its business" [12]. McDonnell Douglas points out that its security proce-dures are trade secrets that must not be revealed [13]. Any of these definitions is acceptable in the context of this ar-ticle.

Some companies stretch the definition of trade secret into shapes that are harder to recognize. Certainly, personnel files should be confidential; that does not qualify them as trade secrets. Some companies consider their salary sched-ules trade secrets, an odd idea that has been used by some firms in attempts to protect the knowledge that their sala-ries are significantly below those paid by their competi-tors. Finally, a few companies try to label trade secret anything they do not want generally known, such as their involvement in illegal activities (usually bribery) or in questionable activities such as discharge of dangerous pol-lutants into the environment. The courts do not accept this use of the term trade secret, and it is not accepted in this article.

In its employee brochure, Xerox says that the proprietary information of the company's suppliers must be guarded by Xerox employees as closely as Xerox's own proprietary information [12]. Observance of this rule would greatly re-duce the amount of information leakage.

The trade secret is a unique form of property. Like tangi-ble property, such as a computer, a trade secret can be bought, sold, stolen, or lost. Unlike tangible property, however, the trade secret can be betrayed, and it need not disappear from its owner 's premises to be lost. For exam-ple, it is not necessary to steal a copy of a marketing plan...only to read it and make use of the information. It thus follows that a trade secret can be lost without the

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BRONSON: UNFRIENDLY EYES 175

company knowing it immediately. It is also possible for trade secret information to be disseminated without being lost. For example, the loud young man at JFK was lucky; the strangers who heard him were medical people who nei-ther comprehended nor cared about the information he re-vealed. The intangible quality of trade secrets makes them harder to protect.

PROTECTING TRADE SECRETS: THE TECHNICAL PROFESSIONAL'S ROLE

Engineers and technical writers have five responsibilities in relation to trade secrets: to protect documents, to guard their own tongues, to report security problems, to avoid conflicts of interest, and to remember obligations to former employers. Each of these responsibilities is discussed be-low. Throughout, it is helpful to keep four rules in mind. First, employees have a fiduciary duty to an employer (even after they accept another job) not to reveal legitimate trade secrets. Second, it is the responsibility of a company (in the persons of its top management)—not of individual employees—to decide when internal company information should be made available to outsiders. Third, even small leaks can be damaging: espionage is a bits-and-pieces busi-ness, and the single fact that may not seem important may be the one that makes the entire picture clear to someone who has gathered information from other sources. Fourth, those who are known to be careless with company data, which may be worth immense sums of money, do not get promoted to positions of responsibility even if they manage to keep their jobs.

Protection of Documents

It does not take much thought to know that it is unwise to leave the company budget on the coffee table in the visi-tors' waiting room, and it is unlikely that much informa-tion is lost in this way. Less obvious is the need to lock up documents before leaving one's desk, even for lunch. Al-though I was not able to find any sources who admitted to placing spies on competitors' payrolls as secretaries or maintenance workers, nearly all said they knew of com-panies that did this. Such " m o l e s " could easily examine documents left on a desk. It is also necessary to remember that " the computer is an innocent who will reveal anything it knows, provided it is asked in the right w a y " [14], so unauthorized persons should not have easy access. At the minimum, access should require a password that is not ob-vious and is not written anywhere near, let alone on, the terminal. Such measures make employees' lives slightly more difficult, but they protect information.

Any publications department (any company, for that mat-ter) must have a system for collecting and destroying at least daily all paper dealing with trade secrets for which there is no further use, such as drafts of a section of a user manual. The method of destruction must make the docu-ments unreadable. Too often, sensitive papers are simply cut into strips, which can easily be reassembled. One dedi-

cated group of corporate espionage agents takes the strips it obtains from competitors' trash (which can be bought, legally, from trash haulers) to a nursing home and pays the residents a few dollars an hour to reassemble the pages [6].

Sensitive documents must not be taken out of the office unless it is unavoidable (needing to finish a job put off during the day is not a sufficient reason), and when such removal is necessary, several steps are in order [15]. First, the papers (or, better, the copies) should be kept in an enve-lope or briefcase from which they cannot fall out. This con-tainer should not be marked with company insignia, and it should be kept in one's possession at all times or be locked in a secure place such as a hotel safe.

Item: The flight attendant discovered the briefcase under the seat after all the passengers had left the plane. She brought it to the airline ticket counter, where a supervisor tried to open it to locate any identification. The case was not locked. It contained approximately $250,000 worth of negotiable securities. It was reclaimed half an hour later by a gravely embarrassed attorney.

Finally, the papers should not be taken out and worked on in any public place such as an aircraft cabin.

Guarding One's Tongue

"Loose Lips Might Sink Ships" U.S. Government Poster, 1941

There is no way to know who is listening, was the mes-sage of that wartime poster, and the advice is still valid. One experienced listener remarked about The Lion and the Compass, a popular Silicon Valley bar: " I f you really want to spy, just pull up a stool and listen" [16]. Sophisti-cated players even use such public places to spread disinfor-mation: to allow eavesdroppers to overhear carefully pre-pared false information. The wise writer will heed the advice of Xerox: "Refrain from talking shop outside the shop" [12].

The conference is a particularly happy spot for the spy. Not only are there ample eavesdropping opportunities, of-ten when people's tongues have been loosened by alcohol, but it may prove possible to coax someone into revealing useful information by encouraging them to brag about chal-lenges they've surmounted. Moreover, speakers sometimes deliver papers cleared by their employers only to give out proprietary information in response to questions. A good rule, says one expert, is simply to suppress the urge to brag [15].

There are several other groups of persons with whom one should not discuss an employer's business: reporters, bro-kers, and family members. Reporters and brokers are not likely to be in the corporate espionage business but, if they disseminate sensitive information, the effect of their activi-ties will be the same as if they were. Any calls should be referred to corporate communications or public relations.

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176 IEEE TRANSACTIONS ON PROFESSIONAL COMMUNICATION, VOL. PC 30, NO. 3, SEPTEMBER 1987

The problem of spouses and other family members as " se -curity r isks" is becoming more acute as more women enter professional careers. Many companies have long-standing strictures against the employment of married couples. But is this a wise attitude when one is faced with "his and her" technical writers? If the company hires one of them but not the other, where is the other most likely to find employment? Probably with a competitor. Or, an even more serious problem, suppose the couple meets at work and then marries, and company policy forces one of them to resign. That person is not only gone, probably to a com-petitor, but often bitter at what she (in most cases) per-ceives as unfair treatment; and there is scarcely a more likely source of leaks than a disgruntled ex-employee. It is going to be interesting to watch what companies with these no-spouse policies do as they begin to see serious adverse consequences.

Reporting Problems

Anything more than casual interest in one's work or the company's business on the part of outsiders should be re-ported to a supervisor [17, 18], particularly if the company does government work. This rule brings us to the problem of foreign espionage agents.

At one time, foreign spies often were easy to identify. This is no longer the case. For example, the man often rated the most damaging spy in U.S. history—John Anthony Walker—is an American citizen who, unlike the "atom bomb" spies of World War II, apparently is devoid of any sympathy for the political system of the Soviet Union. Nevertheless, over more than a decade, he gave his Soviet handlers immense numbers of documents stolen from the Navy by his family and friends and himself. A postarrest search of his house unearthed such items as circuit dia-grams of heat-seeking missiles, blueprints, and codes [19]. Walker was in the spy business for money and excitement; he was caught only because his wife reported his activities.

Item: A biologist attends a scientific conference in Eu-rope, where he has several conversations with an Eastern European researcher. Among the topics are the biologist's work, his family, how great it is to live in the United States, and how bad the European's country and the Soviet system are. Only later does the biologist begin to wonder: was the man genuine? Or was he an employee or affiliate of the Τ (Scientific and Technical) Directorate of the So-viet intelligence service, the KGB, which routinely places officers with scientific groups attending conferences and now favors this low-key, ingratiating approach to Western scientists [20, 21]?

Technical writers are more likely to be approached in their own countries by seeming business people who are not necessarily truthful about their country of origin if they think pretending to represent an allied nation would be useful. The business disguise is so useful that the Soviet Union has in recent years "expend[ed] millions of dollars

on dubious business ventures" [20]. Not only do these "businesses" provide cover for agents, but they give those agents access to trade shows, industry groups, and credit bureau files that can be (and have been) used to identify em-ployees of targeted countries who have serious financial problems and thus might be willing to sell information. Lest anyone think that these methods are not effective, there are the words of a Soviet defector, who told British intelligence that, among other things, the guns, night-vision and com-munications equipment, and engine designs of many Soviet tanks and the Stela-2 antiaircraft missiles are direct copies of Western technology [22]. However, one need not be in military work to know things the Soviet Union wants to know: the best estimates are that Soviet computers are far behind U.S. and Japanese models. "By most accounts, the Soviet Union has trouble producing [super-computer] ma-chines that come even close to equipment already hitting the scrap heap in the United States" [23].

The rules for avoiding making contributions to the loss of technology are simple. First, remember that no one outside your company should be given confidential information about its activities. Second, be suspicious of anyone asking for information on the grounds that " I can get it from pub-lic sources, but it takes too much t ime . " Perhaps they can get it from public sources—it's amazing what can be found in many data bases—but let them do it. People who want information but who don't want to be called at the office are afraid they are being bugged. Why? Third, no copy of a confidential document should disappear.

Item: The photocopy was of a handwritten letter, signed by an employee of a U.S. aircraft manufacturer with his employee number. It detailed the disappearance of a docu-ment concerning the workings of a military airplane that later was discovered to have found its way into Soviet hands. The letter, addressed to the FBI, concluded: " I ' m sorry I didn't write this [letter] years a g o . " At the time the document vanished, no one at the company thought any-thing serious had gone wrong [7].*

Avoiding Conflicts of Interest

As more technical writers turn to contract work or to moonlighting, a new problem is becoming acute: avoiding situations where one might be tempted to use information about one company gained on the job for the benefit of an-other company. The problems are somewhat different for moonlighters and contractors and so are discussed sepa-rately here.

If your job is writing computer documentation and you wish to moonlight by writing up a dog show for the local newspaper, conflict of interest is not a problem. However, if the second job also involves computer documentation, there is clearly a problem, and failure to recognize it could

* T h e F B I ' s D E Ç A ( D e v e l o p m e n t o f C o u n t e r i n t e l l i g e n c e A w a r e n e s s )

units w i l l m a k e presenta t ions and a d v i s e c o m p a n i e s on in format ion pro-

tect ion m e a s u r e s .

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BRONSON: UNFRIENDLY EYES 177

cost you your job. Your employer, in entrusting you with his secrets, is assuming that you work only for him; any other projects in which you might be tempted to use that information should be discussed with your supervisor be-fore you make any commitments. Some employee manuals state this directly. Also, if the other company has ap-proached you, rather than you them, you should think carefully about their motives. Unless you are well known in your field, it is at least possible that the other firm is less interested in your writing skills than in what you might give away about your employer.

For the contract writer, potential conflicts of interest can become a daily concern, and both the writer and the com-pany have certain responsibilities. First, the writer must be willing to sign a confidentiality agreement and take precau-tions to see that any subcontractors hired are likewise aware of the need to protect the information. On the com-pany's part, there should be the awareness that you will be working for someone else tomorrow, so you should not be burdened with confidential data beyond that needed for the job. The company should spell out clearly what is and is not confidential. These precautions may be sufficient for the writer who remembers that any whispers about lack of discretion will end his or her career. (Of course, the writer is also left to pray that if someone else leaks the informa-tion, he or she leaves a sufficiently conspicuous trail to be caught before anyone thinks of blaming the writer.)

It may also be valuable to sit down before a potential con-flict arises and decide under what circumstances you will refuse to take on a job. For example, I do considerable work for pharmaceutical companies, who are among the most savvy protectors of information. There is no problem so long as all the data I use come from published articles. When unpublished data are involved, however, I have a policy of refusing work on drugs in the same category from different companies within a certain time (6 months or longer, depending on the type of drug). For example, if I worked with data on an antihypertensive drug from Com-pany M in May, I will not work on an antihypertensive drug for Company J in July, although I would work on an antibiotic. In the few instances inj which this problem has arisen, I simply explained that I worked on a drug in that category for another company recently, giving no details, and wish to avoid any possible conflicts. This policy has cost me a few jobs, but it has not cost me any clients.

Remembering Obligations to Former Employers

Even if you do not have an employment contract, you have a fiduciary duty not to reveal the company's secrets if you go to work for someone else [24]. Careful companies ask employees to sign agreements acknowledging their aware-ness of this fact [25]. Also, it is illegal for a firm to hire someone away from a competitor to gain information, and companies are increasingly willing to sue both the ex-em-ployee and the competitor if they suspect that proprietary information has been passed. Inevitably, the ex-employee

will be damaged; even if he or she is found not guilty, the attorney fees (which are not included in the court costs the victorious defendants win) frequently top $100,000. The le-gal situation is less clear when a company hires an em-ployee away from a competitor and only after the hiring in-forms the person that the company wants the information that person has. Clearly, the company is committing an ille-gal act, but what is the employee to do?

There are several steps you can take to avoid becoming entangled legally with a former employer. First, if one of your employer's competitors offers you a great deal more money than you are now earning, ask yourself how likely it is that the new firm simply wants your writing skills. After all, as David Rosenthal, a Boston trade secrets attor-ney, comments: " I f a competitor is eager to lure you away by paying more money, it 's because he is expecting you to bring something valuable along" [25]. Early in my career, a competitor of my employer offered me a job at a better than 200 percent increase in salary. Convinced as I was of my own value, I still found it difficult to believe that I was worth that much more to someone else at that time. Also, the recruiter let me know that he was aware that I regularly dealt with confidential research data (someone in my posi-tion would, of necessity). I thanked the recruiter for his company's interest and turned down the offer. Although I never will know whether I thereby escaped perdition or turned down the chance of a lifetime, I am increasingly cer-tain it was the former.

One article on the subject of changing jobs suggests that when you leave a firm, you make it clear, perhaps in your exit interview, that you will not divulge the company's confidential information [24]. This probably is especially wise if the company representative does not bring up the subject. If you feel there is a particular risk of being thought the source of leaks, you might ask your new employer to write to the former one stating that you will not be asked to divulge information [24]. (Making a request that such a let-ter be written might well help you spot job offers made with nefarious purposes.) If you are leaving to start your own company, it may be advisable or even necessary to agree that you will not work for certain clients for some specified period of time. And under no circumstances should you take away printed or photocopied material belonging to your [former] employer. If you work for a job shop with a num-ber of clients, you may even be unable to take your Rolo-dex; several stockbrokers have come to grief with previous employers by attempting to woo clients of that employer. Presumably, the same charge of client-stealing could be brought against a technical writer, although the law is not clear on this point.

CONCLUSION

The tendency of some persons to see everyone with whose politics they disagree as spies and the popularity of often-silly spy novels and movies should not tempt one to as-

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sume that misappropriation of information does not take place. Corporate espionage is a large and fast-growing in-dustry. Technical professionals need confidential informa-tion in order to do their jobs, and this fact gives them the responsibility to protect that information. The penalties for failure may include criminal sentences, but such an outcome is uncommon. Far more likely is a reputation for being in-discreet, and no company can afford the risks of an indis-creet employee with access to its secrets.

REFERENCES

1. S i c o n o l f i , M . , " W a r n e r - L a m b e r t A t t o r n e y Is C h a r g e d W i t h Offer-

ing to Se l l C o m p a n y S e c r e t s , " The Wall Street Journal, A u g u s t

14 , 1 9 8 5 .

2 . Pasz tor , Α . , " G T E C h a r g e d W i t h Obta in ing R e c o r d s I l l e g a l l y , "

The Wall Street Journal, S e p t e m b e r 1 1 , 1 9 8 5 .

3 . M i l e s , G. L . , " I n f o r m a t i o n T h i e v e s A r e N o w Corporate E n e m y

N o . 1 , " Business Week, M a y 5 , 1 9 8 6 , p p . 1 2 0 - 1 2 5 passim.

4 . H o r g a n , J . , " T h w a r t i n g the Informat ion T h i e v e s , " IEEE Spec-

trum, July 1 9 8 5 , p p . 3 0 - 4 1 .

5 . R ichards , B . , " S e c r e t 'S tea l th ' F ighter Is a B e s t - S e l l e r ( in 12-Inch

P l a s t i c - A s s e m b l y R e q u i r e d ) , " The Wall Street Journal, A u g u s t

2 0 , 1 9 8 6 .

6 . P h e l o n , C , " C o r p o r a t e S p y - B u s t e r s , " San Antonio Express-

News Sunday Magazine, O c t o b e r 7 , 1 9 8 4 , p p . 1 4 - 1 9 passim.

7. Mater ia l s p r o v i d e d to author in i n t e r v i e w wi th San A n t o n i o Of f i ce

o f the Federa l Bureau o f I n v e s t i g a t i o n , 1 9 8 6 .

8 . F l a x , S . , " H o w to S n o o p o n Y o u r C o m p e t i t o r s , " Fortune 109

( 1 0 ) , 1 9 8 4 , p p . 2 8 - 3 3 .

9 . Fu ld , L . M . , Competitor Intelligence: How to Get It-How to

Use It, N e w Y o r k : John W i l e y & S o n s , 1 9 8 5 .

10. B o k , S . , Secrets: On the Ethics of Concealment and Revelation,

N e w York: V i n t a g e B o o k s , 1 9 8 3 , p p . 1 3 6 - 1 5 2 .

11 . Weyerhaeuser's Reputation: A Shared Responsibility, 2 n d E d i -

t ion , 1 9 7 9 .

12 . An Understanding, S t a m f o r d , C T : X e r o x C o r p o r a t i o n , undated .

13 . Business Ethics and Conduct, R e v i s e d E d i t i o n , St . L o u i s : M c -

D o n n e l l D o u g l a s C o r p o r a t i o n , 1 9 8 5 .

14 . P e t e r s o n , I . , " C o m p u t e r C r i m e : Insecuri ty in N u m b e r s , " Science

News 122, 1 9 8 2 , p p . 1 2 - 1 4 .

15 . Proctor , M . L . , " P r o t e c t i n g Informat ion Outs ide the O f f i c e , " Se-

curity Management, Apr i l 1 9 8 3 , p p . 9 2 - 9 3 .

16 . M a r g o l i s , N . , " L i n e I t e m s , " Inc., July 1 9 8 6 , p . 2 6 .

17. Business Ethics Guidelines, N e w Y o r k : Sperry Corpora t ion , un-

dated .

18 . Business Conduct Guidelines, A r m o n k , N Y : I B M Corpora t ion ,

1 9 8 3 .

19 . I n m a n , W . H . , " W o r s t - K e p t S e c r e t s , " Texas Business, O c t o b e r

1 9 8 5 , p p . 4 2 - 5 0 .

2 0 . Barron , J . , KGB: The Secret Work of Soviet Secret Agents, T o -

ronto: B a n t a m B o o k s , 1 9 7 4 .

2 1 . U . S . D e p a r t m e n t o f Jus t i ce , Federa l Bureau o f Inves t iga t ion , The

Unseen Conflict-Foreign Espionage Operations Against the

United States, W a s h i n g t o n , D C : G o v e r n m e n t Printing O f f i c e ,

1 9 8 3 .

2 2 . " A D e f e c t o r W a r n s : 'What F o o l s : T h e T o p S o v i e t Priority Is A c -

quir ing U . S . T e c h n o l o g y , " Time, M a y 2 7 , 1 9 8 5 .

2 3 . " W h y M o s c o w C o v e t s U . S . S u p e r c o m p u t e r s , " Science Digest,

July 1 9 8 6 , p . 4 1 .

2 4 . M c M a n u s , K . , " W h o O w n s Y o u r B r a i n s ? " Forbes, June 6 , 1 9 8 3 ,

p p . 1 6 8 - 1 7 9 .

2 5 . " T h e L a w : K e e p i n g S e c r e t s , " Inc., June 1 9 8 5 , p . 1 2 0 .

OTHER USEFUL REFERENCES

T u c k , J . , High-Tech Espionage: How the KGB Smuggles NATO's

Strategic Secrets to Moscow, N e w Y o r k : St. Mart in ' s P r e s s , 1986 .

P a i n e , L . , Silicon Spies: The Implications of Soviet Acquisition of

Western Technology, N e w Y o r k : St. M a r t i n ' s P r e s s , 1 9 8 7 .

B u s s , M . D . J . , and S a l e r n o , L . M . , " C o m m o n S e n s e and C o m p u t e r

S e c u r i t y , " Harvard Bus Rev, M a r - A p r 1 9 8 4 , p p . 1 1 2 - 1 2 1 .

A t k i n s , W . , " J e s s e J a m e s at the T e r m i n a l , " Harvard Bus Rev 63 ( 4 ) ,

1 9 8 5 , p p . 8 2 - 8 7 .

From one of the responses to "Concerning Two-Way Communica-tion..." in the March 1987 issue of P C Transactions:

I enjoy reading this magazine. However, there is too much jargon. Also there is too many theory articles. What I need is articles which show me how to write better, not articles which talk about better writing.

Sic.