Trade secrets are generally defined as information which is not known by others outside the business, is known only be employees and others in the business, is subject to reasonable measures to guard its secrecy, and which provides economic value, actual or potential, from not being generally known to the public. With some exceptions, California has adopted the Uniform Trade Secrets Act, found at Civil Code Section 3426 to 3426.11. Trade secrets are also protected by the Federal Defend Trade Secrets Act, found at Title 18 United States Code Sections 1836-39.
Trade secrets can be a critical part of a company’s operations, but protection of trade secrets requires significantly different tools than protection of other forms of intellectual property. For example, patents, trademarks and the registration of copyrighted works ultimately require public disclosure. Had the formula for Coca Cola been patented, it would have long become accessible to the general public.
Completely opposite to the concept of public disclosure, trade secrets must remain confidential. Our firm has assisted clients in preparing employee confidentiality agreements, non‑disclosure agreements with third parties (such as vendors and prospective business partners), and in developing internal procedures to keep intellectual property secure.