Confidentiality Rules for a Company's Founding Team in Georgia

The rules should identify confidential information specifically and limit its permitted use to tasks related to the founding venture. They may cover technical documents, source code, prototypes, customer and supplier data, calculations, financial plans, the status of negotiations, and unpublished intellectual property strategies. Exceptions should be defined for information that was already known, is publicly available, was independently developed, or was lawfully received from third parties. For co-founders, the founders' agreement should also specify who owns intellectual property developed before the company was founded, which contributions are brought into the company or licensed to it, and what applies in the event of departure, side projects, or publication. A confidentiality clause does not automatically transfer rights to work products. Employees and independent professionals need provisions suited to their roles regarding confidentiality, use, and ownership of their work products. Technically, access should be assigned according to tasks, secured with strong authentication and encryption, and reviewed regularly. When someone joins, permissions, devices, and categories of confidential information should be documented; when someone leaves, access should be revoked, keys and devices returned, and company data verifiably deleted. The obligations should continue for a reasonable period after departure, insofar as the information remains secret and requires protection. A disclosure log makes it easier to prove who received which information.