Trade secrets and confidentiality

As used in this chapter, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise: (1) TRADE SECRET. A “trade secret” is information that: a. Is used or intended for use in a trade or business; b. Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process; c. Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret; d. Cannot be readily ascertained or derived from publicly available information; e. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and f. Has significant economic value.

Those provisions of this chapter that are inconsistent with the common law of trade secrets supersede the common law; otherwise, this chapter should be construed to be consistent with the common law of trade secrets.

(a) A protectable interest includes all of the following: (1) Trade secrets, as defined in Section 8-27-2. (2) Confidential information, including, but not limited to, pricing information and methodology; compensation; customer lists; customer data and information; mailing lists; prospective customer information; financial and investment information; management and marketing plans; business strategy, technique, and methodology; business models and data; processes and procedures; and company provided files, software, code, reports, documents, manuals, and forms used in the business that may not otherwise qualify as a trade secret but which are treated as confidential to the business entity, in whatever medium provided or preserved, such as in writing or stored electronically.

(b) Job skills in and of themselves, without more, are not protectable interests.

(a) Except as otherwise expressly provided, this title does not supersede any statute relating to misappropriation of a trade secret, or any statute otherwise regulating trade secrets. (b) This title does not affect (1) contractual remedies, whether or not based upon misappropriation of a trade secret, (2) other civil remedies that are not based upon misappropriation of a trade secret, or (3) criminal remedies, whether or not based upon misappropriation of a trade secret. (c) This title does not affect the disclosure of a record by a state or local agency under the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code). Any determination as to whether the disclosure of a record under the California Public Records Act constitutes a misappropriation of a trade secret and the rights and remedies with respect thereto shall be made pursuant to the law in effect before the operative date of this title.

As used in this title, unless the context requires otherwise: (a) “Improper means” includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. Reverse engineering or independent derivation alone shall not be considered improper means. (b) “Misappropriation” means: (1) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (2) Disclosure or use of a trade secret of another without express or implied consent by a person who: (A) Used improper means to acquire knowledge of the trade secret; or (B) At the time of disclosure or use, knew or had reason to know that his or her knowledge of the trade secret was: (i) Derived from or through a person who had utilized improper means to acquire it; (ii) Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (iii) Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) Before a material change of his or her position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

(d) “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(a) A complainant may recover damages for the actual loss caused by misappropriation. A complainant also may recover for the unjust enrichment caused by misappropriation that is not taken into account in computing damages for actual loss. (b) If neither damages nor unjust enrichment caused by misappropriation are provable, the court may order payment of a reasonable royalty for no longer than the period of time the use could have been prohibited. (c) If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subdivision (a) or (b).

If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists, the court may award reasonable attorney’s fees and costs to the prevailing party. Recoverable costs hereunder shall include a reasonable sum to cover the services of expert witnesses, who are not regular employees of any party, actually incurred and reasonably necessary in either, or both, preparation for trial or arbitration, or during trial or arbitration, of the case by the prevailing party.

An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.

In any action alleging the misappropriation of a trade secret under the Uniform Trade Secrets Act (Title 5 (commencing with Section 3426) of Part 1 of Division 4 of the Civil Code), before commencing discovery relating to the trade secret, the party alleging the misappropriation shall identify the trade secret with reasonable particularity subject to any orders that may be appropriate under Section 3426.5 of the Civil Code.

This title does not apply to misappropriation occurring prior to January 1, 1985. If a continuing misappropriation otherwise covered by this title began before January 1, 1985, this title does not apply to the part of the misappropriation occurring before that date. This title does apply to the part of the misappropriation occurring on or after that date unless the appropriation was not a misappropriation under the law in effect before the operative date of this title.

The Act generally prohibits the misappropriation of trade secrets, but specifically preserves (1) “contractual remedies, whether or not based upon misappropriation of a trade secret,” (2) “other civil remedies that are not based upon misappropriation of a trade secret,” and (3) “criminal remedies, whether or not based upon misappropriation of a trade secret.” (Civ. Code, § 3426.7, italics added.) By negative implication, the italicized language has been read to “‘implicitly preempt[] alternative civil remedies based on trade secret misappropriation.’” (K.C. Multimedia, Inc. v. Bank of America Technology & Operations, Inc. (2009) 171 Cal.App.4th 939, 954 (K.C. Multimedia).) As to these alternative civil remedies, the Act “occupies the field” and “supersede[s] other causes of action even though [the Act] does not itself provide relief on a particular set of facts.” (Silvaco Data Systems v. Intel Corp. (2010) 184 Cal.App.4th 210, 234, 237 (Silvaco), overruled on other grounds in Kwikset Corp. v. Superior Court (2011) 51 Cal.4th 310.) Consistent with this mandate, the Act preempts another civil remedy only if that remedy “hinges upon,” is “predicated upon,” “rests squarely on,” or is “based entirely on” allegations that a trade secret was misappropriated. (K.C. Multimedia, at pp. 955, 959, 962; Silvaco, at p. 234.) The Act “does not displace noncontract claims that, although related to a trade secret misappropriation, are independent and based on facts distinct from the facts that support the misappropriation claim.”

In some cases, a breach of contract cause of action may be available where disclosed information does not qualify as a “trade secret” under the UTSA (Civ. Code, § 3426 et seq.) if the information is protected under a confidentiality or nondisclosure agreement, provided the agreement is not an invalid restraint of trade (see Bus. & Prof. Code, § 16600 [“every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void”]).

Appellant contends that the “Employee Confidential Information and Invention Assignment Agreement” is enforceable against respondent. However, appellant agrees with respondent that Business and Professions Code section 16600 precludes enforceability of the agreement signed by respondent “beyond the protection of confidential information ....” Since we have determined that respondent did not make use of any confidential information of appellant that was entitled to protection, the agreement does not provide appellant with any additional basis upon which to attack the judgment of the trial court.

Unless otherwise agreed by the parties, the provisions of this chapter supersede any conflicting tort, restitutionary, or other law of this state pertaining to civil liability for misappropriation of a trade secret. (b) This chapter does not affect: (1) Contractual or other civil liability or relief that is not based upon misappropriation of a trade secret; (2) criminal liability for misappropriation of a trade secret; or (3) the duty of any person or state or municipal agency to disclose information pursuant to section 1-210 , sections 31-40j to 31-40p , inclusive, or subsection (c) of section 12-62 , or wherever expressly provided by law.

(d) Notwithstanding the provisions of sections 1-210 , 31-40j to 31-40p , inclusive, and subsection (c) of section 12-62 , “trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data or customer list that: (1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

We conclude, therefore, that CUTSA preempts non- contractual civil claims against a former employee based on the acquisition, disclosure, or use of confiden- tial information that does not rise to the level of a trade secret. A noncontractual claim based on the misappro- priation of commercial information by a former employee must be brought under CUTSA or not at all.

CUTSA, however, does not preclude parties from protecting sensitive infor- mation contractually if it does not meet the statutory definition of a trade secret.

For the following reasons, we conclude that our dic- tum in Allen Mfg. Co. suggesting that a former employee has a common-law duty to maintain the confidentiality of information that does not constitute a trade secret no longer reflects the law.

Nor does it foreclose actions in which the misuse of confidential information may be implicated but is not the wrong actually being alleged.

For example, the Restatement (Third) of Unfair Competition acknowledges that it may be appropriate to impose liability for breach of confidence when interests other than protection of commercially valuable information are implicated—for example, the general duty of loyalty owed by a current employee to an employer or the duty of confidence in an attorney-client relationship.

As used in this chapter, unless the context requires otherwise: (a) “Improper means” includes theft, bribery, misrepresentation, breach or inducement of a breach of duty to maintain secrecy, or espionage through electronic or other means, including searching through trash. (b) “Misappropriation” means: (1) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (2) disclosure or use of a trade secret of another without express or implied consent by a person who (A) used improper means to acquire knowledge of the trade secret; or (B) at the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was (i) derived from or through a person who had utilized improper means to acquire it; (ii) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use, including but not limited to disclosures made under section 1-210 , sections 31-40j to 31-40p , inclusive, or subsection (c) of section 12-62 ; or (iii) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) before a material change of his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

We conclude that the two tiered system of liability that the plaintiff envisions—claims under CUTSA for misap- propriation of trade secrets and common-law claims for misuse of other confidential information—is incon- sistent with the preemption clause in § 35-57 (a).

Accordingly, we conclude that the trial court correctly determined that CUTSA preempted the plaintiff’s claim that Samet had violated his common-law duty of confi- dentiality.

(a) Except as provided in subsection (b) of this section, this chapter displaces conflicting tort, restitutionary and other law of this State providing civil remedies for misappropriation of a trade secret. (b) This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret;

If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or wilful and malicious misappropriation exists, the court may award reasonable attorney’s fees to the prevailing party.

An action for misappropriation must be brought within 3 years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.

(b) This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret.

(1) Except as provided in subsection (2), ss. 688.001-688.009 displace conflicting tort, restitutory, and other law of this state providing civil remedies for misappropriation of a trade secret.

(2) This act does not affect:(a) Contractual remedies, whether or not based upon misappropriation of a trade secret; (b) Other civil remedies that are not based upon misappropriation of a trade secret; or (c) Criminal remedies, whether or not based upon misappropriation of a trade secret.

(4) “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process that:(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(2) “Misappropriation” means:(a) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (b) Disclosure or use of a trade secret of another without express or implied consent by a person who:1. Used improper means to acquire knowledge of the trade secret; or 2. At the time of disclosure or use, knew or had reason to know that her or his knowledge of the trade secret was:a. Derived from or through a person who had utilized improper means to acquire it; b. Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or c. Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or 3. Before a material change of her or his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

Digiport, Inc. and Data Centers Worldwide, Inc. (collectively, “Digiport”) appeal from a final summary judgment in favor of Foram Development BFC, LLC and its nine affiliated entities 1 (collectively, “Foram Group”), in this lawsuit for misappropriation of a trade secret under the Florida Uniform Trade Secret Act (“FUTSA”), misappropriation of an idea, and violation of Florida’s Deceptive and Unfair Trade Practices Act (“FDUTPA”). Although Digiport’s common law claim is preempted by FUTSA, 2 whether Digiport’s business concept constitutes a trade secret is a question of fact. See Poet Theatricals Marine, LLC v. Celebrity Cruises, Inc., 45 Fla. L. Weekly D2275, D2275 (Fla. 3d DCA Oct. 7, 2020). Thus, we affirm in part and reverse in part.

688.002 Definitions.—As used in ss. 688.001-688.009, unless the context requires otherwise: (1) “Improper means” includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

(1) "Improper means" include theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

"Trade secret" means information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process, that: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade secrets as defined in this subsection are subject to disclosure by a public agency according to chapter 1, title 74, Idaho Code.

Except as provided in subsection (2) of this section, this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil liability remedies for misappropriation of a trade secret.

This chapter does not affect: (a) Contractual remedies, whether or not based upon misappropriation of a trade secret; or (b) Other civil remedies that are not based upon misappropriation of a trade secret; or (c) Criminal remedies, whether or not based upon misappropriation of a trade secret.

In order to prevail in a misappropriation action under the ITSA, the plaintiff must show that a trade secret actually existed.

(1) Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator’s unauthorized disclosure or use of a trade secret.

If willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subsection (1) of this section.

While Basic’s complaint included claims for both breach of contract and misappropriation of trade secrets under the ITSA, the trial court’s decision was based almost entirely on the misappropriation theory. 3 The issue on appeal is not whether Shatila and IFP breached a contractual duty of confidentiality to Basic, but whether the conduct of appellants amounted to misappropriation of a trade secret under the ITSA.

We find that when the facts as found by the trial court are applied to the correct tests under the ITSA, IFP and Shatila are liable for misappropriation of Basic’s Trade Secret.

(a) Except as provided in subsection (b), this Act is intended to displace conflicting tort, restitutionary, unfair competition, and other laws of this State providing civil remedies for misappropriation of a trade secret. (b) This Act does not affect: (1) contractual remedies, whether or not based upon misappropriation of a trade secret, provided however, that a contractual or other duty to maintain secrecy or limit use of a trade secret shall not be deemed to be void or unenforceable solely for lack of durational or geographical limitation on the duty;

(2) other civil remedies that are not based upon misappropriation of a trade secret; (3) criminal remedies, whether or not based upon misappropriation of a trade secret; or (4) the definition of a trade secret contained in any other Act of this State.

"Covenant not to compete" does not include (1) a covenant not to solicit, (2) a confidentiality agreement or covenant, (3) a covenant or agreement prohibiting use or disclosure of trade secrets or inventions, (4) invention assignment agreements or covenants, (5) a covenant or agreement entered into by a person purchasing or selling the goodwill of a business or otherwise acquiring or disposing of an ownership interest, (6) clauses or an agreement between an employer and an employee requiring advance notice of termination of employment, during which notice period the employee remains employed by the employer and receives compensation, or (7) agreements by which the employee agrees not to reapply for employment to the same employer after termination of the employee.

(a) No employer shall enter into a covenant not to compete with any employee unless the employee's actual or expected annualized rate of earnings exceeds $75,000 per year. This amount shall increase to $80,000 per year beginning on January 1, 2027, $85,000 per year beginning on January 1, 2032, and $90,000 per year beginning on January 1, 2037. A covenant not to compete entered into in violation of this subsection is void and unenforceable.

A covenant not to compete or a covenant not to solicit is illegal and void unless (1) the employer advises the employee in writing to consult with an attorney before entering into the covenant and (2) the employer provides the employee with a copy of the covenant at least 14 calendar days before the commencement of the employee's employment or the employer provides the employee with at least 14 calendar days to review the covenant.

(d) "Trade secret" means information, including but not limited to, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.

(b) "Misappropriation" means: (1) acquisition of a trade secret of a person by another person who knows or has reason to know that the trade secret was acquired by improper means; or (2) disclosure or use of a trade secret of a person without express or implied consent by another person who: (A) used improper means to acquire knowledge of the trade secret; or (B) at the time of disclosure or use, knew or had reason to know that knowledge of the trade secret was: (I) derived from or through a person who utilized improper means to acquire it; (II) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (III) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) before a material change of position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

“Trade secret” means information, including but not limited to a formula, pattern, compilation, program, device, method, technique, or process that is both of the following: a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by a person able to obtain economic value from its disclosure or use. b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

“Misappropriation” means doing any of the following: a. Acquisition of a trade secret by a person who knows that the trade secret is acquired by improper means. b. Disclosure or use of a trade secret by a person who uses improper means to acquire the trade secret. c. Disclosure or use of a trade secret by a person who at the time of disclosure or use, knows that the trade secret is derived from or through a person who had utilized improper means to acquire the trade secret. d. Disclosure or use of a trade secret by a person who at the time of disclosure or use knows that the trade secret is acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use. e. Disclosure or use of a trade secret by a person who at the time of disclosure or use knows that the trade secret is derived from or through a person who owes a duty to maintain the trade secret’s secrecy or limit its use. f. Disclosure or use of a trade secret by a person who, before a material change in the person’s position, knows that the information is a trade secret and that the trade secret has been acquired by accident or mistake.

“Improper means” means theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage, including but not limited to espionage through an electronic device.

An action for misappropriation under this chapter must be brought within three years after the misappropriation is discovered or should have been discovered by the exercise of reasonable diligence. For purposes of this section, a continuing misappropriation constitutes a single claim.

“Knows” or “knowledge” means that a person has actual knowledge of information or a circumstance or that the person has reason to know of the information or circumstance.

"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

"Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.

(a) Except as provided in subsection (b), this act displaces conflicting tort, restitutionary and other law of this state providing civil remedies for misappropriation of a trade secret. (b) This act does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) other civil remedies that are not based upon misappropriation of a trade secret; or (3) criminal remedies, whether or not based upon misappropriation of a trade secret.

(2) "Misappropriation" means: (i) acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (ii) disclosure or use of a trade secret of another without express or implied consent by a person who (A) used improper means to acquire knowledge of the trade secret; or (B) at the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was (I) derived from or through a person who had utilized improper means to acquire it; (II) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (III) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) before a material change of his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

Whether Wolfe Electric’s trade secret claims based upon tort were preempted by KUTSA requires statutory interpretation, a question of law subject to de novo review. See Zimmerman v. Board of Wabaunsee County Comm’rs, 289 Kan. 926 , Syl. ¶ 1, 218 P.3d 400 (2009). *401 This question is answered in the affirmative by K.S.A. 60-3326.

Now we conclude in Issue 2 that the trial court also erroneously — and perhaps ironically — allowed Wolfe Electric to include a request for damages for trade secrets under the two tort causes of action. This is error because tort causes of action cannot include a claim to recover for trade secrets; KUTSA is the exclusive remedy. See K.S.A. 60-3326.

As for Wolfe Electric’s assertion that KUTSA does not displace other tort causes of action for recovery of damages for nontrade secrets, we do not address it for several reasons.

Wolfe Electric’s brief concedes that KUTSA “certainly does displace traditional tort remedies with respect to trade secrets” and essentially abandons any of its claims for recoveiy for loss of trade secrets through these two tort causes of action.

Except as provided in this section, this Act displaces conflicting tort, restitutionary and other laws of this State providing civil remedies for misappropriation of a trade secret. This Act does not affect: A. Contractual remedies, whether or not based upon misappropriation of a trade secret; [PL 1987, c. 143 (NEW).] B. Other civil remedies that are not based upon misappropriation of a trade secret;

Derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and

"Trade secret" means information, including, but not limited to, a formula, pattern, compilation, program, device, method, technique or process, that: A. Derives independent economic value, actual or potential, from not being generally known

An action for misappropriation must be brought within 4 years after the misappropriation is discovered or, by the exercise of reasonable diligence, should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.

If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith or willful and malicious misappropriation exists, the court may award reasonable attorneys fees to the prevailing party.

a court examining a claim under the UTSA must determine whether the information at issue constitutes a “trade secret,” as that term is defined in 10 M.R.S.A. § 1542(4).

Even if the computer program qualified as a trade secret. RBK could not recover damages or obtain injunctive relief under the UTSA without establishing “misappropriation,” See 10 M.R.S.A § 1544. The term “misappropriation” means, inter alia: “[disclosure or use of a trade secret of another without express or implied consent by a person who ... [a]t the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was ... [a]cquired under circumstances giving rise to a duty to maintain its secrecy or limit its use....” 10 M.R.S.A. § 1542(2)(B).

Thus, RBK bore the burden of establishing that the information at issue constituted a “trade secret” and that Levine “misappropriated” the protected information. The trial court found that RBK failed to sustain its burden. We are not compelled to find otherwise. The entry is: Judgment affirmed.

The confidential knowledge or information protected by a restrictive covenant need not be limited to information that is protected as a trade secret by the UTSA. We have not previously read such limitations into restrictive covenants and do not do so now.

To be enforceable, however, restrictive covenants must be reasonable. The reasonableness of a restrictive covenant is a question of law.

Noncompete agreements are contrary to public policy and are enforceable only to the extent that they are reasonable and are no broader than necessary to protect one or more of the following legitimate business interests of the employer:

Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

B. The employer's confidential information that does not qualify as a trade secret; or

(a) "Covenant not to compete" means an agreement between an employee and employer that restricts the employee, after termination of the employment, from performing: (1) work for another employer for a specified period of time; (2) work in a specified geographical area; or (3) work for another employer in a capacity that is similar to the employee's work for the employer that is party to the agreement. A covenant not to compete does not include a nondisclosure agreement, or agreement designed to protect trade secrets or confidential information. A covenant not to compete does not include a nonsolicitation agreement, or agreement restricting the ability to use client or contact lists, or solicit customers of the employer.

Where the information has, subsequent to the wrongful taking and use, become generally available, the initial conduct is still wrongful and the employer is still entitled to relief for any injury suffered as a result of the wrongful use. In Winston Research Corp. v. Minnesota Mining and Manufacturing Co., 350 F.2d 134 (9 Cir. 1965), the court of appeals upheld the district court’s granting of— “ * * * an injunction for the period which it concluded would be sufficient both to deny [the defendant] unjust enrichment and to protect [the plaintiff] from injury from the wrongful disclosure and use of [its] trade secrets by its former employees prior to public disclosure.” Id. at 142 . Since trade secrets and confidential information are both subject to the same duty not to disclose, see, Restatement, Agency (2d) § 396, the seme rule regarding remedies available when the information has become generally known applies.

Since the trial court determined here that defendants *93 had wrongfully taken and used confidential information of the plaintiff, the district court could, in its discretion, issue an injunction restraining defendants from using and profiting from that information.

We find that either, or both, of these bases justifies the 2-year injunction. Defendants argue that if the injunction was intended as a remedy for violation of the covenant not to compete, the issuance of the injunction after the expiration of the 2-year period of restriction in the covenant was improper. Generally, in-junctive relief based on a contract must be coextensive with the terms of the contract. See, e. g., Wagner v. A & B Personnel Systems, Ltd., 473 P.2d 179, 180 (Colo.App.1970). Thus, if the restrictive period of a covenant not to compete has expired, an injunction will not be granted to enforce the covenant.

Nevertheless, there may be situations where injunctive relief extending beyond the expiration of the period established by the covenant is appropriate. See, American Eutectic Welding Alloys Sales Co. v. Rodriguez, 480 F.2d 223 (1 Cir. 1973); Premier Industrial Corp. v. Texas Industrial Fastener Co., 450 F.2d 444 (5 Cir. 1971). Since we have determined that the injunction in this case could be issued as a remedy for a breach of the duty not to use confidential information, we need not decide whether this injunction could be issued as a remedy for the breach of the covenant not to compete.

Subd. 2. Covenants not to compete void and unenforceable. (a) Any covenant not to compete contained in a contract or agreement is void and unenforceable.

"Trade secret" means information or computer software, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Except as provided in subsection (2), this part displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.

This part does not affect: (a) contractual remedies, whether or not based upon misappropriation of a trade secret;

MUTSA defines actionable "misappropriation" of a trade secret as the "disclosure or use ***166 of a trade secret of another without express or implied consent by a person who ... used improper means to acquire knowledge of the trade secret."

In an action under this part, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the records of the action, and ordering any person involved in the litigation not to disclose an alleged trade secret without prior court approval.

"Misappropriation" means: (a) acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (b) disclosure or use of a trade secret of another without express or implied consent by a person who: (i) used improper means to acquire knowledge of the trade secret; (ii) at the time of disclosure or use, knew or had reason to know that the person's knowledge of the trade secret was: (A) derived from or through a person who had used improper means to acquire it; (B) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (C) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (iii) before a material change of the person's position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

(b) other civil remedies that are not based upon misappropriation of a trade secret; or (c) criminal remedies, whether or not based upon misappropriation of a trade secret.

"Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages may include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized use of a trade secret.

Trade secret shall mean information, including, but not limited to, a drawing, formula, pattern, compilation, program, device, method, technique, code, or process that: (a) Derives independent economic value, actual or potential, from not being known to, and not being ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

An action for misappropriation shall be brought within four years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For purposes of this section, a continuing misappropriation shall constitute a single claim.

The Trade Secrets Act shall not apply to any misappropriation occurring prior to July 9, 1988. With respect to a continuing misappropriation that began prior to July 9, 1988, such act also shall not apply to the continuing misappropriation that occurs after such date.

Because the information on the customer list was ascertainable through proper means, we conclude that, as a matter of law, it was not a trade secret. We reverse the jury’s finding against Arlene on the misappro- priation of trade secrets claim.

As Dick points out, our case law reflects that we have often treated “confidential information” and “trade secrets” inter- changeably.

If infor- mation is ascertainable at all by any means that are not improper, the information is not confidential information or a trade secret.

Information disclosed to customers without any confi- dentiality requirement, including pricing information, is not confidential information.

We agree and hold that a customer list can be included in the definition of a trade secret under § 87-502.

Whether information sought to be protected rises to the level of a trade secret under the act is a question of fact.

The recipes derived independent economic value from not being known to other persons, and Magistro and his family made reasonable efforts under the circumstances to maintain their secrecy.

Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or having reason to know of the misappropriation renders a monetary recovery inequitable, a complainant shall be entitled to recover damages for misappropriation. Damages may include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret.

The Legislature, however, deleted the qualifiers “generally” and “readily” from the statutory definition.17 And as one commen- tator noted, Nebraska’s statute greatly narrows the definition of a trade secret: “[U]nder the literal terms of the . . . language, if an alleged trade secret is ascertainable at all by any means that are not ‘improper,’ the would-be secret is peremptorily excluded from coverage under the [Act].”

Improper means shall mean theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means

There is nothing in the bylaws that convinces us that the court should have presented a different definition than that set forth in jury instructions Nos. 12 and 13.

Actual or threatened misappropriation may be enjoined. Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation.

Sections 87-501 to 87-507 shall be known and may be cited as the Trade Secrets Act.

9. a. The rights, remedies and prohibitions provided under this act are in addition to and cumulative of any other right, remedy or prohibition provided under the common law or statutory law of this State and nothing contained herein shall be construed to deny, abrogate or impair any common law or statutory right, remedy or prohibition except as expressly provided in subsection b. of this section. b. This act shall supersede conflicting tort, restitutionary, and other law of this State providing civil remedies for misappropriation of a trade secret. c. In any action for misappropriation of a trade secret brought against a public entity or public employee, the provisions of the "New Jersey Tort Claims Act" (N.J.S.59:1-1 et seq.) shall supersede any conflicting provisions of this act.

A provision in any employment contract or settlement agreement which has the purpose or effect of concealing the details relating to a claim of discrimination, retaliation, or harassment (hereinafter referred to as a "non-disclosure provision") shall be deemed against public policy and unenforceable against a current or former employee (hereinafter referred to as an "employee") who is a party to the contract or settlement. If the employee publicly reveals sufficient details of the claim so that the employer is reasonably identifiable, then the non-disclosure provision shall also be unenforceable against the employer.

Importantly, however, information need not rise to the level of a trade secret to be protected. In Platinum Management, Inc. v. Dahms, 285 N.J.Super. 274, 295 , 666 A.2d 1028 (Law Div.1995), the court held that to be legally protected, the information need not constitute a trade secret, and indeed, may otherwise be publicly available. The key to determining the misuse of information is the relationship of the parties at the time of disclosure and the intended use of the information.

"Misappropriation" means: (1) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (2) Disclosure or use of a trade secret of another without express or implied consent of the trade secret owner by a person who: (a) used improper means to acquire knowledge of the trade secret; or (b) at the time of disclosure or use, knew or had reason to know that the knowledge of the trade secret was derived or acquired through improper means; or (c) before a material change of position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired through improper means.

"Proper means" means discovery by independent invention, discovery by reverse engineering, discovery under a license from the owner of the trade secret, observation of the information in public use or on public display, obtaining the trade secret from published literature, or discovery or observation by any other means that is not improper. "Reverse engineering" means the process of starting with the known product and working backward to find the method by which it was developed so long as the acquisition of the known product was lawful or from sources having the legal right to convey it, such as the purchase of the item on the open market.

"Improper means" means the theft, bribery, misrepresentation, breach or inducement of a breach of an express or implied duty to maintain the secrecy of, or to limit the use or disclosure of, a trade secret, or espionage through electronic or other means, access that is unauthorized or exceeds the scope of authorization, or other means that violate a person's rights under the laws of this State.

4. a. Except to the extent that circumstances, including a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret. b. If willful and malicious misappropriation exists, the court may award punitive damages in an amount not exceeding twice any award made under subsection a. of this section.

The court may award to the prevailing party reasonable attorney's fees and costs, including a reasonable sum to cover the service of expert witnesses, if: a. willful and malicious misappropriation exists; b. a claim of misappropriation is made in bad faith; or c. a motion to terminate an injunction is made or resisted in bad faith. For purposes of this section, "bad faith" is that which is undertaken or continued solely to harass or maliciously injure another, or to delay or prolong the resolution of the litigation, or that which is without any reasonable basis in fact or law and not capable of support by a good faith argument for an extension, modification or reversal of existing law.

An action for misappropriation shall be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.

b. Every settlement agreement resolving a discrimination, retaliation, or harassment claim by an employee against an employer shall include a bold, prominently placed notice that although the parties may have agreed to keep the settlement and underlying facts confidential, such a provision in an agreement is unenforceable against the employer if the employee publicly reveals sufficient details of the claim so that the employer is reasonably identifiable. c. Notwithstanding any other provision of law to the contrary, this section shall not be construed to prohibit an employer from requiring an employee to sign an agreement: (1) in which the employee agrees not to enter into competition with the employer during or after employment; or (2) in which the employee agrees not to disclose proprietary information, which includes only non-public trade secrets, business plan and customer information.

a. A provision in any employment contract that waives any substantive or procedural right or remedy relating to a claim of discrimination, retaliation, or harassment shall be deemed against public policy and unenforceable. b. No right or remedy under the "Law Against Discrimination," P.L.1945, c.169 (C.10:5-1 et seq.) or any other statute or case law shall be prospectively waived. c. This section shall not apply to the terms of any collective bargaining agreement between an employer and the collective bargaining representative of the employees.

We conclude, therefore, that the client claim file information taken by defendants was confidential and proprietary information belonging to plaintiff.

Accordingly, the judgment of the Appellate Division is reversed, in part, and the judgment of the Chancery Division sustaining plaintiffs tort claims is reinstated.

5. A person who misappropriates a trade secret shall not use as a defense to the misappropriation that proper means to acquire the trade secret existed at the time of the misappropriation.

3. A person who enforces or attempts to enforce a provision deemed against public policy and unenforceable pursuant to P.L.2019, c.39 (C.10:5-12.7 et seq.) shall be liable for the employee's reasonable attorney fees and costs.

There is no generally accepted definition of a trade secret but that found in section 757 of Restatement of Torts, comment b has been cited with approval by this and other courts (Matter of New York Tel. Co. v Public Serv. Commn., 56 NY2d 213, 219, n 3 ; see also, Delta Filter Corp. v Morin, 108 AD2d 991, 992 ; Eagle Comtronics v Pico, Inc., 89 AD2d 803, 804 , lv denied 58 NY2d 601 ). It defines a trade secret as "any formula, pattern, device or compilation of information which is used in one’s business, and which gives him an opportunity to obtain an advantage over competitors who do not know or use it.” (Id.) The Restatement suggests that in deciding a trade secret claim several factors should be considered: "(1) the extent to which the information is known outside of [the] business; (2) the extent to which it is known by employees and others involved in [the] business; (3) the extent of measures taken by [the business] to guard the secrecy of the information; (4) the value of the information to [the business] and [its] competitors; (5) the amount of effort or money expended by [the business] in developing the information; (6) the ease or difficulty with which the information could be properly acquired or duplicated by others” (Restatement of Torts § 757, comment b). As these considerations demonstrate, a trade secret must first of all be secret: whether it is is generally a question of fact

The court concluded that in view of the ease with *408 which others could acquire and duplicate the information, Alpha was not a trade secret but a promotional device. Based on this, it determined defendant was not guilty of misappropriation and the Appellate Division affirmed. This finding is supported by evidence in the record and is, therefore, beyond the scope of our review. Accordingly, the order of the Appellate Division should be affirmed, with costs.

Ashland maintains that in finding Alpha was not a trade secret the court relied on the fact that its six financial criteria were public knowledge. It contends the trade secret at issue is not the published criteria used in the calculations, but rather the series of mathematical formulae used to evaluate the criteria (cf., Integrated Cash Mgt. Servs. v Digital Transactions, 920 F2d 171, 174 [2d Cir]). There was conflicting evidence on the point but the trial court chose to credit defendant’s expert who testified that a financial analyst could, based on the public disclosures made by Ashland, reproduce the calculations without access to the internal computer commands which constitute the Alpha software.

"Trade secret" means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process that: a. Derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(1) "Misappropriation" means acquisition, disclosure, or use of a trade secret of another without express or implied authority or consent, unless such trade secret was arrived at by independent development, reverse engineering, or was obtained from another person with a right to disclose the trade secret.

The existence of a trade secret shall not be negated merely because the information comprising the trade secret has also been developed, used, or owned independently by more than one person, or licensed to other persons.

In determining whether information constitutes a trade secret, North Carolina and federal courts consider six factors: (1) The extent to which the information is known outside the business; (2) the extent to which it is known to employees and others involved in the business; (3) the extent of measures taken to guard secrecy of the information; (4) the value of information to the business and its competitors; (5) the amount of effort or money expended in developing the information; and (6) the ease or difficulty with which the information could properly be acquired or duplicated by others.

An action for misappropriation of a trade secret must be commenced within three years after the misappropriation complained of is or reasonably should have been discovered.

If a claim of misappropriation is made in bad faith or if willful and malicious misappropriation exists, the court may award reasonable attorneys' fees to the prevailing party.

The owner of a trade secret shall have remedy by civil action for misappropriation of his trade secret.

(a) Except as provided herein, actual or threatened misappropriation of a trade secret may be preliminarily enjoined during the pendency of the action and shall be permanently enjoined upon judgment finding misappropriation for the period that the trade secret exists plus an additional period as the court may deem necessary under the circumstances to eliminate any inequitable or unjust advantage arising from the misappropriation.

(b) In addition to the relief authorized by subsection (a), actual damages may be recovered, measured by the economic loss or the unjust enrichment caused by misappropriation of a trade secret, whichever is greater. (c) If willful and malicious misappropriation exists, the trier of fact also may award punitive damages in its discretion.

In an action under this Article, a court shall protect an alleged trade secret by reasonable steps which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the records of the action subject to further court order, and ordering any person who gains access to an alleged trade secret during the litigation not to disclose such alleged trade secret without prior court approval.

This prima facie evidence is rebutted by the introduction of substantial evidence that the person against whom relief is sought acquired the information comprising the trade secret by independent development, reverse engineering, or it was obtained from another person with a right to disclose the trade secret. This section shall not be construed to deprive the person against whom relief is sought of any other defenses provided under the law.

Misappropriation of a trade secret is prima facie established by the introduction of substantial evidence that the person against whom relief is sought both: (1) Knows or should have known of the trade secret; and (2) Has had a specific opportunity to acquire it for disclosure or use or has acquired, disclosed, or used it without the express or implied consent or authority of the owner.

Accordingly, to harmonize the two provisions and give effect to the definition set forth in § 66-152(1), we must read § 66-155(2) as requiring both (i) a specific opportunity to acquire and (ii) an absence of express or implied consent or -25- REL. INS., INC. V. PILOT RISK MGMT. CONSULTING, LLC Opinion of the Court authority to disclose or use the trade secret.

This, in turn, means that an employer cannot state a prima facie case against its employee merely by showing that it gave the employee access to its trade secrets at some point. Rather, an employer must show that the employee had the specific opportunity to acquire the trade secret after the employer’s express or implied consent or authority ceased to exist.

In short, the plain language of § 66-155(2) permits a claimant to establish a prima facie case of misappropriation with substantial evidence of a specific opportunity to acquire the trade secret—so long as that specific opportunity occurred absent consent or authority of the owner. A specific opportunity must be a discrete, identifiable instance of means to access the trade secret.

Based on the foregoing, we affirm the Business Court’s grant of summary judgment as to plaintiffs’ unjust enrichment claim but reverse the Business Court’s grant of summary judgment as to all other claims plaintiffs raised on appeal and remand for further proceedings not inconsistent with this opinion. AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.

"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: - Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and - Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Actual or threatened misappropriation may be enjoined. Upon application to the court, an injunction must be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time to eliminate commercial advantage that otherwise would be derived from the misappropriation. - In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time for which use could have been prohibited. Exceptional circumstances include a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation that renders a prohibitive injunction inequitable. - In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order.

The court dismissed McColl Farms’ misappropriation claim stating misappropriation is a cause of action that relates exclusively to the wrongful acquisition or disclosure of a trade secret under N.D.C.C. § 47-25.1-01, the allegations are the same as those for the conversion claim, the allegations are redundant, and North Dakota law does not recognize a claim for misappropriation.

Pflaum was not a corporate officer, director, manager, or governor of the company, and therefore this case is different from Thompson, and the statutory provisions do not apply. We conclude the court did not err in dismissing McColl Farms’ misappropriation claim.

"Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. - "Misappropriation" means: - Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or - Disclosure or use of a trade secret of another without express or implied consent by a person who: - Used improper means to acquire knowledge of the trade secret; - At the time of disclosure or use, knew or had reason to know that the person's knowledge of the trade secret was: - Derived from or through a person who had utilized improper means to acquire it; - Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or - Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or - Before a material change of the person's position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

Except as provided in subsection 2, this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret. - This chapter does not affect: - Contractual remedies, whether or not based upon misappropriation of a trade secret; - Other civil remedies that are not based upon misappropriation of a trade secret; or - Criminal remedies, whether or not based upon misappropriation of a trade secret.

“(1) It derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. {¶ 15} “(2) It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.” R.C. 1333.61(D).

After review, we have concluded that the client information at issue in this case did not lose its status as a trade secret, or the protection of the UTSA, because it had been memorized by a former employee.

“[I]nformation, including the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, or improvement, or any business information or plans, financial information, or listing of names, addresses, or telephone numbers, that satisfies both of the following:

Furthermore, in Plain Dealer, 80 Ohio St.3d at 524-525 , 687 N.E.2d 661 , we established a six-factor test for determining whether information constitutes a trade secret pursuant to R.C. 1333.61(D): “(1) The extent to which the information is known outside the business; (2) the extent to which it is known to those inside the business, ie., by the employees; (3) the precautions taken by the holder of the trade secret to guard the secrecy of the information; (4) the savings effected and the value to the holder in having the information as against competitors; (5) the amount of effort or money expended in obtaining and developing the information; and (6) the amount of time and expense it would take for others to acquire and duplicate the information.” Id., citing Pyromatics, Inc. v. Petruziello (1983), 7 Ohio App.3d 131, 134-135 , 7 OBR 165, 454 N.E.2d 588 .

In 1998, AMA hired Martin as a pension analyst but did not require him to sign either an employment contract or a noncompetition agreement.

Neither R.C. 1333.61(D) nor any other provision of the UTSA suggests that for purposes of trade secret protection, the General Assembly intended to *62 distinguish between information that has been reduced to some tangible form and information that has been memorized. R.C. 1333.61(D) refers only to “information,” including “any business information or plans, financial information, or listing of names, addresses, or telephone numbers,” and the statute makes no mention of writings or other physical forms that such information might take.

“Whether information constitutes a trade secret is a question of fact.” In re Review of Alternative Energy Rider Contained in Tariffs of Ohio Edison Co., 2018-Ohio-229, ¶ 35. “An entity claiming trade secret status bears the burden to identify and demonstrate that the material is included in categories of protected information under the statute . . . .” (Citations and internal quotations omitted.) Garcia v. Matheson, 2024-Ohio-501, ¶ 19 (9th Dist.). “Conclusory statements as to trade secret factors without supporting factual evidence are insufficient to meet the burden of establishing trade secret status.”

Except as provided in subsection (2) of this section, ORS 646.461 to 646.475 supersede conflicting tort, restitution or other law of Oregon providing civil remedies for misappropriation of a trade secret. (2) ORS 646.461 to 646.475 shall not affect: (a) Contractual remedies, whether or not based upon misappropriation of a trade secret; (b) Other civil remedies that are not based upon misappropriation of a trade secret; (c) Criminal remedies, whether or not based upon misappropriation of a trade secret; or (d) Any defense, immunity or limitation of liability afforded public bodies, their officers, employees or agents under ORS 30.260 to 30.300.

“Improper means” includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy or espionage through electronic or other means. Reverse engineering and independent development alone shall not be considered improper means.

“Misappropriation” means: (a) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; (b) Disclosure or use of a trade secret of another without express or implied consent by a person who used improper means to acquire knowledge of the trade secret; (c) Disclosure or use of a trade secret of another without express or implied consent by a person who, before a material change of position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake; or

“Trade secret” means information, including a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique or process that: (a) Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Actual or threatened misappropriation may be temporarily, preliminarily or permanently enjoined. Upon application to the court, an injunction shall be vacated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation.

The court may award reasonable attorney fees to the prevailing party if: (1) A claim of misappropriation is made in bad faith; (2) A motion to terminate an injunction is made or resisted in bad faith; or (3) Willful or malicious misappropriation is found by the court or jury.

Except as provided in subsection (b) of this section, this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.

This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret.

(4) “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation.

An action for misappropriation must be brought within three (3) years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.

If: (a) a claim of misappropriation is made in bad faith; or (b) a motion to terminate an injunction is made or resisted in bad faith; or (c) willful and malicious misappropriation exists, the court may award reasonable attorney’s fees to the prevailing party.

Nothing in this section shall preclude an employer from entering into an agreement with an employee not to share any information, including after the employee is no longer employed by the employer, regarding the employer or the employment that is a trade secret.

The plain and ordinary language of the statute undeniably displaces plaintiffs’ common law claims of fraud, unjust enrichment, deliberate bad faith and wanton, willful bordering on criminal conduct.

The plaintiffs cannot sidestep the RIUTSA by claiming the information they are seeking to protect is intellectual property and not a trade secret.

The proper method to hold information confidential pursuant to the Agreement was to specify such information; failing to do so does not open the door to a claim for breach of an implied contract.

In the absence of an agreement, there does not appear to be any prohibition against the bank’s use of the information supplied by plaintiffs to consider CSI’s loan application.

(iv) Noncompetition agreements originating outside of an employment relationship; (v) Forfeiture agreements; (vi) Nondisclosure or confidentiality agreements; (vii) Invention assignment agreements;

Paragraph two of the Agreement expressly states that “[a]ll information intended by the disclosing party to be protected under this Agreement shall be in writing and clearly identified in writing as confidential at the time of disclosure or within thirty (30) -8- days thereafter ***.”

When “there is an express contract between the parties referring to a subject matter, there can be no implied contract arising by implication of law governing the same subject matter.”

“Misappropriation” means: (i) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (ii) Disclosure or use of a trade secret of another without express or implied consent by a person who: (A) Used improper means to acquire knowledge of the trade secret; or (B) At the time of disclosure or use, knew or had reason to know, that his or her knowledge of the trade secret was: (I) Derived from or through a person who had utilized improper means to acquire it; (II) Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (III) Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (C) Before a material change of his or her position, knew or had reason to know, that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time for which the use could have been prohibited.

In a deposition taken on January 25, 1996, however, more than three years before they filed this suit, a bank officer testified that he had information about R & L in the bank’s loan file for CSI for comparison purposes. Therefore, the plaintiffs were aware as early as January 1996 that the bank was using information about R & L to consider CSI’s loan request, yet they failed to file this suit until June 1999.

Therefore, this claim must fail as a matter of law. Conclusion For the reasons stated herein, we affirm the judgment of the Superior Court. The papers in this case shall be returned to the Superior Court.

(a) Except as provided in subsection (b), this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.

(b) This chapter does not affect: (1) Contractual remedies, whether or not based upon misappropriation of a trade secret; (2) Other civil remedies that are not based upon misappropriation of a trade secret; or (3) Criminal remedies, whether or not based upon misappropriation of a trade secret.

(4) "Trade secret," information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

The “existence of a trade secret is a mixed question of law and fact. The legal question is, ‘whether the information in question could constitute a trade secret under the first part of the definition of trade secret’ under SDCL 37-29-1(4) . . . . The factual inquiry involves the remaining subsections of SDCL 37-29-1(4)(i) and (ii).”

we conclude that neither meet the definition of a trade secret enunciated in SDCL 37-29-1(4)(i).

the protocol notes, as Kolda emphasizes in her brief, “changed daily[,] if not hourly, were not always customer specific, and are not used by [Kolda] at San Carlos.” For this reason, we conclude that Kolda is entitled to summary judgment as a matter of law on Count 4.

it is difficult to conceive how these documents and Kolda’s work experience could be trade secrets or further, how Kolda is using, disclosing, or misappropriating any trade secret

(a) Except as provided by Subsection (b), this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret. (b) This chapter does not affect: (1) contractual remedies, whether or not based upon misappropriation of a trade secret; (2) other civil remedies that are not based upon misappropriation of a trade secret; or (3) criminal remedies, whether or not based upon misappropriation of a trade secret.

(d) This chapter does not affect the disclosure of public information by a governmental body under Chapter 552 , Government Code.

(c) Repealed by Acts 2025, 89th Leg., 2nd C.S., Ch. 7 (H.B. 16 ), Sec. 12.10(19), eff. December 4, 2025.

Except as provided in Subsection (2) , this chapter displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret. This chapter does not affect: contractual remedies, whether or not based upon misappropriation of a trade secret; other civil remedies that are not based upon misappropriation of a trade secret; or criminal remedies, whether or not based upon misappropriation of a trade secret.

"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

If an employer seeks to enforce a non-compete agreement, healthcare non-compete agreement, nondisclosure clause, or nonsolicitation agreement through arbitration or by filing a civil action and it is determined that the non-compete agreement, healthcare non-compete agreement, nondisclosure clause, or nonsolicitation agreement is unenforceable, the employer is liable for the employee's: costs associated with arbitration; attorney fees and court costs; and actual damages.

On or after May 6, 2026, a person and a veterinarian may not enter into a nondisclosure clause in which the individual agrees to not disclose or discuss the individual's experience working for or with the person. A nondisclosure clause that violates this section is void.

"Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. "Misappropriation" means: acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or disclosure or use of a trade secret of another without express or implied consent by a person who: used improper means to acquire knowledge of the trade secret; or at the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was: derived from or through a person who had utilized improper means to acquire it; acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or before a material change of his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

"Trade secret" means information, including but not limited to, a formula, pattern, compilation, program, device, method, technique, or process, that: 1. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and 2. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

A. Except as provided in subsection B of this section, this chapter displaces conflicting tort, restitutionary, and other law of this Commonwealth providing civil remedies for misappropriation of a trade secret.

B. This chapter does not affect: 1. Contractual remedies whether or not based upon misappropriation of a trade secret; or 2. Other civil remedies that are not based upon misappropriation of a trade secret; or 3. Criminal remedies, whether or not based upon misappropriation of a trade secret.

In this appeal, we consider whether the chancellor erred in holding that the plaintiff failed to meet its burden of proving that the defendants misappropriated certain trade secrets, within the meaning of the Virginia Uniform Trade Secrets Act (the Act), Code §§ 59.1-336 through –343.

The secrecy need not be absolute; the owner of a trade secret may, without losing protection, disclose it to a licensee, an employee, or a stranger, if the disclosure is made in confidence, express or implied.

H. Nothing in this section shall serve to limit the creation or application of: 1. Nondisclosure agreements intended to prohibit the taking, misappropriating, threatening to misappropriate, or sharing of certain information to which an employee has access, including trade secrets, as defined in § 59.1-336 , and proprietary or confidential information; or

"Misappropriation" means: 1. Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or 2. Disclosure or use of a trade secret of another without express or implied consent by a person who a. Used improper means to acquire knowledge of the trade secret; or b. At the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was (1) Derived from or through a person who had utilized improper means to acquire it; (2) Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; (3) Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (4) Acquired by accident or mistake.

As used in this chapter, which may be cited as the Uniform Trade Secrets Act, unless the context requires otherwise: "Improper means" includes theft, bribery, misrepresentation, use of a computer or computer network without authority, breach of a duty or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

As we observed in Dionne, "the proponent must bear the burden of proving a trade-secret claim." 240 Va. at 303 n.2, 397 S.E.2d at 113 n.2. This burden does not shift, even when a plaintiff has presented a prima facie case. Therefore, we hold that MicroStrategy, as plaintiff, had the burden of proving by a preponderance of the evidence that the defendants misappropriated MicroStrategy's trade secrets, and that the defendants were not required to prove their product was independently derived.

These findings support the chancellor's conclusion that with regard to the metadata schema, "MicroStrategy failed to establish that the [defendants] misappropriated a trade secret." Therefore, we hold that the chancellor's factual findings fully support his resolution of all the trade secret misappropriation issues presented in this appeal.3 For these reasons, we will affirm the chancellor's judgment. Affirmed.

Based on our holding that MicroStrategy failed to establish one of the two required elements under the Act, that of misappropriation, we need not address MicroStrategy's remaining assignments of error that involve the Act's other required element, the existence of a trade secret.

B. No employer shall enter into, enforce, or threaten to enforce a covenant not to compete with any low-wage employee or health care professional.

C. No covenant not to compete between an employer and an employee is enforceable if such employer discharges such employee from employment without providing severance benefits or other monetary payment to such employee, unless such employer discharges such employee for cause.

This chapter shall become effective on July 1, 1986, and shall not apply to misappropriation occurring prior to the effective date. With respect to a continuing misappropriation that began prior to the effective date, the chapter also shall not apply to misappropriation that occurs after the effective date.

(1) This chapter displaces conflicting tort, restitutionary, and other law of this state pertaining to civil liability for misappropriation of a trade secret. (2) This chapter does not affect: (a) Contractual or other civil liability or relief that is not based upon misappropriation of a trade secret; or (b) Criminal liability for misappropriation of a trade secret. [ 1981 c 286 s 7.]

Sierracin argues that the trial court erred by not consolidating all of these claims into one for misappropriation under the Uniform Trade Secrets Act, RCW 19.108. We reject this argument. RCW 19.108.900 specifically provides, in part: (1) This chapter displaces conflicting tort, restitutionary, and other law of this state pertaining to civil liability for misappropriation of a trade secret. (2) This chapter does not affect: (a) Contractual or other civil liability or relief that is not based upon misappropriation of a trade secret. . . See also Proceedings in Committee of the Whole, Uniform Trade Secrets Act of the National Conference of Commissioners on Uniform State Laws, at 6 (Aug. 3, 1978). The act merely displaces conflicting tort, restitutionary and other law regarding civil liability for misappropriation. The United States Supreme Court has held that proof of trade secrets is not required for breach of confidentiality claims, which may be brought independently of trade secrets claims. E.I. Du Pont De Nemours Powder Co. v. Masland, 244 U.S. 100, 102 , 61 L. Ed. 1016 , 37 S. Ct. 575 (1917); Monolith Portland Midwest Co. v. Kaiser Aluminum & Chem. Corp., 407 F.2d 288, 293 (9th Cir. 1969). A confidential relationship alone is enough to prohibit disclosure. Island Air, Inc. v. LaBar, 18 Wn. App. 129, 138-39 , 566 P.2d 972 (1977). Furthermore, a contractual provision designed to protect against disclosure would also not be subject to displacement by the Uniform Trade Secrets Act. RCW 19.108.900(2)(a). The Committee specifically dealt with this question and decided as follows: (1) Should the Act cover contract liability as well as tort liability? The answer then was: No. It is the judgement of the Committee that the answer still should be no, and that the Act limit itself to the tort situation. Report of Proceedings, at 6. The trial court did not err in refusing to consolidate Boeing's claims.

(1) A provision in an agreement by an employer and an employee not to disclose or discuss conduct, or the existence of a settlement involving conduct, that the employee reasonably believed under Washington state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy, is void and unenforceable. Prohibited nondisclosure and nondisparagement provisions in agreements concern conduct that occurs at the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises. Prohibited nondisclosure and nondisparagement provisions include those contained in employment agreements, independent contractor agreements, agreements to pay compensation in exchange for the release of a legal claim, or any other agreement between an employer and an employee. (2) This section does not prohibit the enforcement of a provision in any agreement that prohibits the disclosure of the amount paid in settlement of a claim. (3) It is a violation of this section for an employer to discharge or otherwise discriminate or retaliate against an employee for disclosing or discussing conduct that the employee reasonably believed to be illegal harassment, illegal discrimination, illegal retaliation, wage and hour violations, or sexual assault, that is recognized as illegal under state, federal, or common law, or that is recognized as against a clear mandate of public policy, occurring in the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises. (4) It is a violation of this section for an employer to request or require that an employee enter into any agreement provision that is prohibited by this section. (5) It is a violation of this section for an employer to attempt to enforce a provision of an agreement prohibited by this section, whether through a lawsuit, a threat to enforce, or any other attempt to influence a party to comply with a provision in any agreement that is prohibited by this section. (6) This section does not prohibit an employer and an employee from protecting trade secrets, proprietary information, or confidential information that does not involve illegal acts. (7) An employer who violates this section after June 9, 2022, is liable in a civil cause of action for actual or statutory damages of $10,000, whichever is more, as well as reasonable attorneys' fees and costs. (8) For the purposes of this section, "employee" means a current, former, or prospective employee or independent contractor. (9) A nondisclosure or nondisparagement provision in any agreement signed by an employee who is a Washington resident is governed by Washington law. (10) The provisions of this section are to be liberally construed to fulfill its remedial purpose. (11) As an exercise of the state's police powers and for remedial purposes, this section is retroactive from June 9, 2022, only to invalidate nondisclosure or nondisparagement provisions in agreements created before June 9, 2022, and which were agreed to at the outset of employment or during the course of employment. This subsection allows the recovery of damages only to prevent the enforcement of those provisions. This subsection does not apply to a nondisclosure or nondisparagement provision contained in an agreement to settle a legal claim. [ 2022 c 133 s 2.]

Unless the context clearly requires otherwise, the definitions set forth in this section apply throughout this chapter. (1) "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means; (2) "Misappropriation" means: (a) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (b) Disclosure or use of a trade secret of another without express or implied consent by a person who: (i) Used improper means to acquire knowledge of the trade secret; or (ii) At the time of disclosure or use, knew or had reason to know that his or her knowledge of the trade secret was (A) derived from or through a person who had utilized improper means to acquire it, (B) acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use, or (C) derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (iii) Before a material change of his or her position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake. (3) "Person" means a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity. (4) "Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process that: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. [ 1981 c 286 s 1.]

(1) In addition to or in lieu of injunctive relief, a complainant may recover damages for the actual loss caused by misappropriation. A complainant also may recover for the unjust enrichment caused by misappropriation that is not taken into account in computing damages for actual loss. (2) If wilful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subsection (1). [ 1981 c 286 s 3.]

If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or wilful and malicious misappropriation exists, the court may award reasonable attorney's fees to the prevailing party. [ 1981 c 286 s 4.]

An action for misappropriation must be brought within three years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim. [ 1981 c 286 s 6.]

We conclude that § 134.90(6)(a) does not preclude all other civil remedies based on the misappropriation of confidential information, if the information does not meet the statutory definition of a trade secret under § 134.90(l)(c). Accordingly, in the case before us, § 134.90(6)(b)2 permits civil tort remedies based on the misappropriation of confidential information.

However, we also conclude that § 943.70(2) does not apply when an individual lawfully obtains computer-stored confidential information, but later misappropriates it.

Therefore, because the plaintiffs complaint stated other common law claims and because material facts relevant to those claims are disputed, it was error to dismiss the complaint.

Accordingly, the plaintiffs § 943.70(2) claim was properly dismissed on summary judgment. Accordingly, we affirm in part; reverse in part and remand to the circuit court for further proceedings.

Wisconsin Stat. § 134.90(6) states: Effect on other laws, (a) Except as provided in par. (b), this section displaces conflicting tort law, restitu-tionary law and any other law of this state providing a civil remedy for misappropriation of a trade secret. (b) This section does not affect any of the following: 1. Any contractual remedy, whether or not based upon misappropriation of a trade secret.

The plain language of subsec. (7) relates only to the "misappropriation of trade secrets," which, according to our analysis of subd. (6)(b)2 and the plain meaning of subsec. (7) , requires a statutorily-defined trade secret as a prerequisite. Our construction in this regard is in accord with the promotion of uniformity by subsec. (7), because the statutory definition of a trade secret is made uniform throughout the states enacting a version of the Uniform Trade Secrets Act (UTSA), and our application of that definition has been in accord with other UTSA jurisdictions.

We recognize that Wis. Stat. ,§ 134.90 is derived from the UTSA; that 44 states have adopted some version of the UTSA; and that those states' interpretations of similar statutes may serve as useful extrinsic sources to assist in statutory construction, if required. However, as explained above, we conclude that the legislative history of Wisconsin's enactment of *295 the UTSA is more persuasive because it affirms the plain meaning of § 134.90(6)(b)2. ¶ 32. Furthermore, even if we were to employ cases from other jurisdictions as extrinsic sources for the interpretation of Wis. Stat. § 134.90 , we conclude that they do not support the conclusion that all of Burbank's tort claims based on the misappropriation of confidential information have been abrogated. 8 Our review of the cited cases shows that only a few of them support the conclusion of the court of appeals.

But rather, after a review of all of those cited decisions, we determine that three categories of cases emerge: (1) when the claims are based only on the misuse of confidential information that fits the statutory definition of a trade secret, a claim under the UTSA is the only tort claim available; 10 (2) when the claims are *296 based on the misuse of confidential information that does not meet the statutory definition of a trade secret, the UTSA does not abrogate those claims; 11 and (3) when the claims are based on misuse of confidential information, some of which meet the statutory definition of a trade secret and some of which do not, the UTSA abrogates claims only to the extent that they are based on a trade secret; separate claims based on other factual allegations survive. 12 These classes of cases are *297 helpful and Burbank could easily fit within those cases comprising the second class.

Pursuant to Wis. Stat. § 134.90 (l)(c), a trade secret is defined as a specific type of information: "Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being *514 generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.