A customer list is the most valuable intangible asset of many FDI firms, yet choosing the wrong protection mechanism leaves it nearly defenceless when an employee walks away with it. This article compares the two protection layers on their statutory conditions.
Trade secret: protects content, in exchange for secrecy duties
Under the IP Law 50/2005/QH11, information is protected as a trade secret when it is not common knowledge, carries commercial value because it is secret, and is kept confidential by its owner through necessary measures. A customer database — pricing, transaction history, individual commercial terms — usually meets the first two conditions well. The third is where companies lose: without access tiering, confidentiality clauses in labour contracts and secrecy marking, a court in dispute will ask what measures the company actually took to keep the secret.
Copyright: protects selection and arrangement, not the facts
Copyright can apply to a database where the selection or arrangement of data shows creativity — protection sits in the compilation structure, not in each customer fact inside it. In practice: a rival copying the database’s presentation structure wholesale may infringe copyright, but a rival taking the raw customer list and re-arranging it is barely touched by copyright. Registration creates no right but produces favourable evidence of time and ownership in a dispute.
Combining both layers — and the forgotten third
The standard strategy combines: trade secret protects the data’s valuable content, copyright protects a creative compilation structure, and labour contracts plus NDAs bind the people with access. The forgotten third layer is personal data protection law: a database containing customers’ personal data must comply with Decree 356/2025/ND-CP (replacing Decree 13/2023/ND-CP from 1 January 2026) on collection, storage and sharing — the company is both an owner protecting its data and a data controller owing duties to data subjects.
When the data walks away: which mechanism strikes
A former employee taking the database to a rival is the classic scenario: the main weapon is trade secret plus contract clauses — demanding cessation, damages and interim measures where secrecy and protective measures can be proven. Copyright supports where the compilation structure was copied intact. A company prepared in advance with access logs, role-based permissions and instant revocation on exit holds an evidentiary position far above a company with one shared Excel list.
Frequently asked questions
Should a customer database be protected as a trade secret or by copyright?
It depends on the target: the data’s valuable content — pricing, commercial terms, transaction history — suits trade secret; a creative selection and arrangement structure suits copyright. Most cases should combine both, plus NDAs and access tiering.
What conditions must a database meet to be considered a trade secret?
Three conditions: not common knowledge, commercial value derived from secrecy, and confidentiality kept through necessary measures such as access tiering, secrecy marking and clauses in labour contracts.
What are the benefits of registering copyright for a database?
Registration creates no right but gives favourable evidence of existence time and ownership; a database copyright’s real value sits in the compilation structure, so registration helps where that structure is clearly creative.
Can the two forms be combined?
Yes, and it is advisable: trade secret covers content, copyright covers the compilation structure, contracts and NDAs bind the people with access — three complementary layers, while still complying with Decree 356/2025/ND-CP for personal data inside the database.
This article has been quality-reviewed by the FLAW AI Legal Council
