How do investors get business secret entrepreneurs to defend their rights?

Economy and law steal trade secrets under the guise of investment, or use negotiation to delay time, so that the other party loses the opportunity to deal with third parties, in fact, is in the destruction of the most basic business rules of dishonest behavior, the law is called contracting fault liability.　　Recently, Zang, head of the Phantom of the smartphone maker, said in the J.wong forum that an angel investor had gained a lot of experience and business secrets from its mobile phone production in the name of investment. Some might ask, if the investors do intend to invest in enterprises, but because the business conditions did not deal with the failure, at this time its access to the investment of business confidential information is a legitimate way to obtain, such as its use for their own business or to inform a third party, there will be illegal problems and even need to solve the lawsuit?　　The author believes that the problem is not only, but also not small. First of all, if it is a standard enterprise between the acquisition of shares or the operation, the first step is to sign a confidentiality agreement, confidentiality agreement must have such provisions: the two parties due to the investment intention of the other party's non-public information is limited to the specified use, without the other party's permission may not be used for other If the parties do not cooperate in the end, they shall return the information to each other and destroy the other party's information.　　If a party is eventually found to have violated the above clause, it constitutes a breach of contract and also violates the trade secrets of the other party. Second, even if the parties do not sign a confidentiality agreement, investors to the investment intention to obtain information leaked to the third party or their own use, is still illegal, because this behavior is contrary to the principle of good faith.　　Only when the investor shows the intention to invest in the enterprise, and the two sides enter into the substantive consultation stage, the investment will give the investor the confidence of possible cooperation in the future, and based on this trust to the investors to provide the company's technical secrets and experience secrets. It should be said that this trust is the cornerstone of business social transactions, malicious use of such trust, such as the use of investment in the name of the theft of business secrets, or the opportunity to delay the negotiation of time, so that the other party to lose the opportunity to deal with third parties, is actually in the destruction of the most basic business rules of dishonest behavior, the law has specific provisions,　　Known as contracting negligence liability. The 42nd article of China's Contract law stipulates: In the course of concluding the contract, the Parties shall bear the liability for damages for any of the following circumstances: (i) to engage in malicious conduct of the contract, and (ii) intentionally conceal the important facts relating to the conclusion of the contract or provide false information;　　There are other acts that violate the principle of good faith. If the Zang has not signed a confidentiality agreement with the investor, it is likely to use these terms to prosecute the other party's fault liability.　　Even if the parties have signed a confidentiality agreement, the case may also apply to the contract of negligence clause prosecution, confidentiality agreement will become proof of the existence of the fault of the strong evidence. From the legal point of view, the case, whether from the trade secret or the fault of the contract, has the following difficulties: first, use the evidence of trade secrets. Investors only acquire the trade secrets provided by Zang, but if they are to constitute a contractingLoss or trade secret infringement, the key is to prove that the use of the secret, this proof is difficult. Second, the loss of proof. If you can only prove that the investor has the fault, the trade secret, but did not prove that he has lost, also can not win the lawsuit.　　Third, it is necessary to prove that the investor's contract fault or the infringement of the trade secret is intrinsically related to the loss of the investor, otherwise, it cannot win. -Yunting (Shanghai lawyer)