1. Protecting Trade Secrets in the US
US Trade Secret Law
State Law. Uniform Trade Secrets Act (UTSA)
What is a Trade Secret
Information …
Independent economic value
Not generally known or readily ascertainable
Reasonable efforts to maintain secrecy
technical & non-technical
physical & electronic
combinations

2. Protecting Trade Secrets in the US
US Trade Secret Law
State Law. Uniform Trade Secrets Act (UTSA)
What is a Trade Secret
Information …
Independent economic value
Not generally known or readily ascertainable
Reasonable efforts to maintain secrecy
actual or potential
to owner and others

3. Protecting Trade Secrets in the US
US Trade Secret Law
State Law. Uniform Trade Secrets Act (UTSA)
What is a Trade Secret
Information …
Independent economic value
Not generally known or readily ascertainable
Reasonable efforts to maintain secrecy
secret
not “absolutely” secret

4. Protecting Trade Secrets in the US
US Trade Secret Law
State Law. Uniform Trade Secrets Act (UTSA)
What is a Trade Secret
Information …
Independent economic value
Not generally known or readily ascertainable
Reasonable efforts to maintain secrecy
internal & external secrecy
nature & value of information

5. Protecting Trade Secrets in the US
US Trade Secret Law
State Law. Uniform Trade Secrets Act (UTSA)
Misappropriation of Trade Secrets (TS)
Acquisition of TS and know or have reason to know it was acquired by improper means, or

6. Protecting Trade Secrets in the US
US Trade Secret Law
State Law. Uniform Trade Secrets Act (UTSA)
Misappropriation of Trade Secrets (TS)
Use or disclosure of a TS by person who
used improper means to acquire knowledge of TS, or
knew or had reason to know TS was:
° derived by improper means,
° derived from/through person with duty to protect, or
° acquired in manner creating a duty to protect, or
before a material change in position, knew/reason to
know it was a TS acquired by accident or mistake

7. Protecting Trade Secrets in the US
US Trade Secret Law
Enforcing Trade Secret Rights
Trade Secrets as Part of Your Business

8. Protecting Trade Secrets in the US
Enforcing Trade Secret Rights
Enforcement Authorities
Protecting Trade Secrets in Litigation

9. Protecting Trade Secrets in the US
Enforcing Trade Secret Rights
Enforcement Authorities
State Courts (TS Statute, common law, breach of contract)
Legal Relief
temporary & permanent injunctions
court-ordered affirmative actions
Equitable Relief
royalties
compensatory damages
punitive damages
Federal Courts (Statute, breach of contract)

10. Protecting Trade Secrets in the US
Enforcing Trade Secret Rights
Protecting Trade Secrets in Litigation
Request protective order during discovery
Request in-camera proceedings
Courts may seal records
Courts may order a person not to disclose alleged trade secrets without court approval
Always at risk—hard to “un-ring the bell”

11. Protecting Trade Secrets in the US
US Trade Secret Law
Enforcing Trade Secret Rights
Trade Secrets as Part of Your Business

12. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Identify & understand your [key] trade secrets
What are your trade secrets?
Where are your trade secrets?
Why they are valuable?
Who knows about them?
How are you protecting them?

13. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Identify & understand your [key] trade secrets
What are your trade secrets?
Where are your trade secrets?
Why they are valuable?
Who knows about them?
How are you protecting them?
what differentiates your products
what differentiates your business
what is “secret”

14. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Identify & understand your [key] trade secrets
What are your trade secrets?
Where are your trade secrets?
Why they are valuable?
Who knows about them?
How are you protecting them?
manufacturing/R&D facilities
business centers
computer systems!

15. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Identify & understand your [key] trade secrets
What are your trade secrets?
Where are your trade secrets?
Why they are valuable?
Who knows about them?
How are you protecting them?
how much competitive advantage
how easy/expensive to protect
what is the life span

16. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Identify & understand your [key] trade secrets
What are your trade secrets?
Where are your trade secrets?
Why they are valuable?
Who knows about them?
How are you protecting them?
how many people “need to know”
internally & externally
who should “own” them

17. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Identify & understand your [key] trade secrets
What are your trade secrets?
Where are your trade secrets?
Why they are valuable?
Who knows about them?
How are you protecting them?
responsible parties
processes & contracts
auditing

18. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Practical Protection Measures
“Reasonable under the circumstances”
Processes, documentation & contracts
Employees
Third parties
Business
Security (physical & systems)
Hide your secrets

19. Protecting Trade Secrets in the US
Trade Secrets as Part of Your Business
General Business Practices to Protect TS’s
Who is responsible for protection?
Everyone is responsible to protect trade secrets
Executive leadership should take ultimate responsibility
Experienced managers should have direct responsibility
Everyone must feel responsible to protect trade secrets