A Trade Secret is information such as a formula, pattern, compilation, program device, method or technique that derives its value from not being generally known to, nor readily ascertainable by others, and which is kept confidential. No registration is available or necessary for trade secret protection. Protection from misappropriation is automatic, so long as every effort is made to keep the information confidential. Once information becomes public no protection is available, for the secret is gone.

Trade secret misappropriation includes, without limitation: acquisition of the information through improper means (such as bribery or theft); or disclosure of a trade secret without authorization by someone who acquired the knowledge through improper means or who knew that it was secret when the information was disclosed. Maintaining information as a trade secret can be a valuable means of protection for intellectual property that is not patent, trademark or copyright law. A company may choose to keep a trade secret for numerous reasons, such as to gain a competitive advantage or to protect new business plans and development. However, trade secrets do not protect against reverse engineering or independent discovery. Therefore, if someone discovers the secret on his or her own by lawful means, that person is entitled to use that information. The best ways in which to protect a trade secret are (a) to share it only with those people who need to know about it, and (b) have everyone who is exposed to the trade secret sign a non-disclosure agreement. Such agreements demonstrate that the trade secret owner actively protects its valuable information. It is the responsibility of the trade secret owner to maintain the confidentiality of the trade secret. In addition to the above-suggested protective measures, other reasonable precautions to secure trade secrets include:

  • Marking trade-secret related documents “confidential;”
  • Maintaining computer secrecy; and
  • Securing access to areas and documents where confidential information is kept.