A company’s competitive advantage often rests not on patents but on customer relationships, margins, pricing agreements, supplier terms and business plans. When a manager leaves and former clients begin receiving closely targeted offers, the legal question is not merely who won the contracts, but whether legally protected information or improper methods were used.
Customers do not belong to their suppliers
Former employees and managers are entitled to use their professional experience, change jobs, establish businesses and compete, unless a valid legal or contractual restriction applies. Customers can also freely select another provider. Polish unfair-competition law does not protect firms against competition itself; it addresses specified unlawful methods of competing.
When customer information becomes a trade secret
Article 11 of Poland’s Act on Combating Unfair Competition protects commercially valuable technical, technological, organisational and other information that is not commonly known or readily accessible, provided the holder has taken reasonable steps to preserve confidentiality.
A list containing names of businesses already publicly available is not automatically a trade secret. A database combining purchase history, individual discounts, margins, payment terms, decision-makers and customers’ likely future needs may be protected if it meets the statutory conditions.
Businesses must demonstrate practical efforts to protect the information. Marking files “confidential” is unlikely to help if employees can freely export or distribute them without restrictions. Appropriate access policies, contractual obligations and evidence of actual enforcement are important.
Revoking access can come too late
Disabling email accounts, collecting laptops and removing CRM permissions at the end of an engagement are useful measures, but they may not be sufficient if a senior employee has been able to download information for years without controls. Companies should identify sensitive datasets, apply permissions appropriate to job functions and retain records of access and exports before disputes occur.
Winning a former client is not automatically unlawful
Article 12 addresses certain forms of inducing breaches or improper performance of obligations. Offering better terms to a customer whose existing contract has expired is different from using confidential data to encourage a breach of current commitments. Article 3 contains a general unfair-competition definition, but does not automatically make every unwelcome market activity illegal.
Non-compete clauses and confidentiality serve different purposes
A post-employment non-compete agreement for employees is subject to Article 101² of the Polish Labour Code, including statutory compensation rules. Civil-law arrangements are assessed under different principles and contractual limits. Overly broad restrictions can generate disputes about enforceability. A business may protect its legitimate trade secrets even where the departing worker is free to compete.
What legal remedies are available?
Article 18 of the unfair-competition statute provides remedies that may include an order to stop unlawful conduct, removal of its effects, damages and surrender of unjustly obtained benefits. Interim protective measures may also be relevant. Outcomes depend on evidence: what data were protected, who accessed them, what obligations applied and how the information was allegedly used. Similar offers and customer departures alone do not establish misappropriation.
Legal framework: Polish Act on Combating Unfair Competition and Labour Code. Original Polish article.
