Trade secret protection. Indefinite, if kept secret.
Trade secrets are confidential business information that provides competitive advantage and is subject to reasonable secrecy measures. Unlike patents (require disclosure) and copyright (require expression), trade secrets protect underlying confidential information indefinitely as long as secrecy is maintained. Federal Defend Trade Secrets Act (DTSA) and state Uniform Trade Secrets Act (UTSA) provide civil remedies for misappropriation.
Start here.
Confidential information providing economic value from being not generally known, subject to reasonable secrecy measures.
Customer lists, formulas (Coca-Cola), source code, business plans, supplier terms, internal processes.
No expiration if secrecy maintained. Patents expire after 20 years; trade secrets can outlast.
NDAs, access controls, employee training, marking confidential. Without measures, trade secret status is lost.
Federal Defend Trade Secrets Act and state Uniform Trade Secrets Act provide civil remedies for misappropriation.
The full picture.
What qualifies as trade secret
Information that: (1) is not generally known to the public or competitors; (2) has economic value from being secret; (3) is subject to reasonable measures to maintain secrecy. Customer lists, formulas, source code, manufacturing processes, business strategies, pricing information, internal training materials.
What does not qualify
Information already public. Information shared without secrecy obligations. Reverse-engineerable products (in many states). General industry knowledge.
Reasonable measures
NDAs with employees and contractors. Access controls (need-to-know basis). Confidential markings. Secure storage. Employee training on confidentiality. Exit interviews documenting return of materials. Without these, courts often find trade secret status lost.
Trade secret vs patent
Patent: requires public disclosure; 20-year monopoly. Trade secret: no disclosure required; indefinite if kept secret. Reverse-engineering risk for trade secret. Patent strategy locks out competitors for 20 years even if they could otherwise discover. Trade secret strategy keeps it confidential forever if measures hold.
DTSA (federal)
Defend Trade Secrets Act of 2016. Provides federal civil cause of action for misappropriation. Allows seizure remedies. Whistleblower protections.
UTSA (state)
Uniform Trade Secrets Act. Adopted by 48 states + DC + USVI (not New York and Massachusetts, which use common-law approaches). Provides civil remedies for misappropriation.
Common misappropriation scenarios
Departing employee takes customer lists or code. Competitor hires former employee for their knowledge. Former contractor uses confidential information for their own business. Industrial espionage. Cyber breaches.
Remedies
Injunctive relief (stop the use). Compensatory damages. Punitive damages for willful misappropriation (up to 2x compensatory). Attorney fees in some cases. Criminal penalties for theft of trade secrets (Economic Espionage Act).
Best practices
Identify trade secrets explicitly. Mark and store them as confidential. Require NDAs with anyone receiving them. Train employees on confidentiality. Use exit interviews to recover materials. Audit trade secret protections regularly.
Common questions.
How long do trade secrets last?
What if someone reverse-engineers it?
Do I need to register a trade secret?
Trade secret vs patent: which is better?
Does a customer list qualify?
Can I share with vendors?
What if an employee leaves with the secret?
Cost?
IP setup, done right.
Trademark filing, copyright registration, attorney-vetted IP assignment, and connection to specialty IP attorneys for patents.
This guide is educational. Specific IP decisions require professional legal advice.
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