Regardless of content or context, there are several things to keep in mind when drafting written policies governing CI operations:

• They should be drafted in cooperation with the legal department.

• They should be simple and direct.

• They should provide guidance, and not merely tell people to contact someone.

• They should reflect your unique situation and competitive environment.

Draft in cooperation with the Legal Department. As noted, there are no significant legal issues surrounding the normal conduct of CI for a business. In spite of that, those preparing these policies should make sure that the members of the CI unit work closely with members of a legal team in drafting them.

There are several reasons for this. First, the process of drafting the policies and reviewing applicable laws helps overcome any latent prejudice within a legal team that CI is synonymous with, or at least dangerously close to, industrial espionage. Second, by being involved in drafting, the members of the legal team become more educated on how CI actually functions. This better prepares them to respond quickly to any questions or concerns raised by the CI staff once the policies are in place. Third, it can help bring any legal team into the CI unit's internal networking. This can be strengthened by having the legal department become involved in training both CI staff and other employees on the real legal and ethical issues involved with CI.

Simple and Direct. To be most useful, the policy must be understandable. Telling employees that they cannot "misappropriate a trade secret" may be easy to draft, but provides very little guidance. Telling employees that they are "not permitted to try to get trade secrets" and that "if a trade secret comes into your possession, no matter how that happens," they must take specified actions is much more useful.

Provide positive guidance. A corollary to the previous statement is that a policy should not only tell people what not to do, it should also tell them what to do. While there are times when you want a policy to say everyone should "stop and contact" a specified person, always keep in mind that you should be educating employees as to the proper type of conduct they should take, without guidance, in the vast majority of foreseeable cases. If you tell employees to contact someone rather than giving them positive guidance, then do not be surprised if the specified contacts are made again and again.

Reflect your unique situation and competitive environment. Finally, try to develop policies that reflect your own, unique corporate culture and competitive environment. In fact, going through that very process will serve to educate both the CI staff and the legal team on the real problems that will be faced. That, in turn, will improve both the final product and the level of future compliance.