Does our confidentiality clause actually protect this information in Ohio?
Ohio's Uniform Trade Secrets Act protects information only if it meets the statutory definition. R.C. 1333.61(D), as the Supreme Court of Ohio quoted it, covers information (including any business information or plans, financial information, or listing of names, addresses, or telephone numbers) that both (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 (Al Minor & Associates). The Court also held that client information does not lose its status as a trade secret, or the protection of the Act, because it has been memorised by a former employee.
The trap
Both statutory limbs are doing work, and the second is the one a confidentiality clause can fail. Al Minor turned on a firm that maintained a confidential client list; the Court had earlier established, in Plain Dealer, a six-factor test for whether information constitutes a trade secret under R.C. 1333.61(D), including the extent to which the information is known outside the business, the extent to which it is known to employees, and the precautions taken by the holder to guard the secrecy of the information. A clause that labels everything confidential does not satisfy limb (2) by itself, because the statute asks what efforts were actually made: whether information is a trade secret is a question of fact, the party claiming the status bears the burden of identifying and demonstrating that the material falls in the statute's categories, and conclusory statements about the factors without supporting evidence do not meet it (Chlebina). Note also that the employee in Al Minor had signed neither an employment contract nor a non-competition agreement, so the protection came from the statute rather than from a covenant.
7 authorities
The words that state the rule
“(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).
The words that state the rule
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.
The words that state the rule
“[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:
The words that state the rule
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 .
The words that state the rule
In 1998, AMA hired Martin as a pension analyst but did not require him to sign either an employment contract or a noncompetition agreement.
The words that state the rule
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.
- case2026-Ohio-2014Chlebina v. Landmark PartnersOhio Ct. App. 9th Dist.decided 2026
The words that state the rule
“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.”
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.