Uniform Trade Secrets Act(Drafted by the National Conference of Commissioners on Uniform State Laws, as amended 1985)§1. DefinitionsAs used in this Act, unless the context requires otherwise:(1) "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of duty tomaintain secrecy, or espionage through electronic or other means.(2) "Misappropriation " means: (i) acquisition of a trade secret of another by a person who knows or hasreason to know that the trade secret was acquired by improper means; or (ii) disclosure or use of a tradesecret of another without express or implied consent by a person who (A) used improper means to acquireknowledge of the trade secret; or (B) at the time of disclosure or use knew or had reason to know that hisknowledge of the trade secret was (I) derived from or through a person who has utilized improper means toacquire 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 secrecyor limit its use; or (C) before a material change of his position, knew or had reason to know that it was atrade secret ad that knowledge of it had been acquired by accident or mistake.(3) "Person" means a natural person, corporation, business trust, estate, trust, partnership, association, jointventure, 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: (i) derives independent economic value, actual or potential, from no beinggenerally known to, and not being readily ascertainable by proper means by, other persons who can obtaineconomic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under thecircumstances to maintain its secrecy.§2. Injunctive Relief(a) Actual or threatened misappropriation may be enjoined. Upon application to the court an injunction shallbe terminated when the trade secret has ceased to exist, but the injunction may be continued for anadditional reasonable period of time in order to eliminate commercial advantage that otherwise would bederived from the misappropriation.(b) In exceptional circumstances, an injunction may condition future use upon payment of a reasonableroyalty for no longer than the period of time for which use could have been prohibited. Exceptionalcircumstances include, but are not limited to, a material and prejudicial change of position prior to acquiringknowledge or reason to know of misappropriation that renders a prohibitive injunction inequitable.(c) In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order.§3. Damages(a) Except to the extent that a material and prejudicial change of position prior to acquiring knowledge orreason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled torecover damages for misappropriation. Damages can include both the actual loss caused byPage1of3Uniform Trade Secrets Act9/16/2007http://www.nsi.org/Library/Espionage/usta.htmmisappropriation and the unjust enrichment caused by misappropriation that is not taken into account incomputing actual loss. In lieu of damages measured by any other methods, the damages caused bymisappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator'sunauthorized disclosure or use of a trade secret.(b) If willful and malicious misappropriation exists, the court may award exemplary damages in the amountnot exceeding twice any award made under subsection (a).§4. Attorney's FeesIf (i) a claim of misappropriation is made in bad faith, (ii) a motion to terminate an injunction is made orresisted in bad faith, or (iii) willful and malicious misappropriation exists, the court may award reasonableattorney's fees to the prevailing party.§5. Preservation of SecrecyIn action under this Act, 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-camerahearings, sealing the records of the action, and ordering any person involved in the litigation not to disclosean alleged trade secret without prior court approval.§6. Statute of LimitationsAn action for misappropriation must be brought within 3 years after the misappropriation is discovered orby the exercise of reasonable diligence should have been discovered. For the purposes of this section, acontinuing misappropriation constitutes a single claim.§7. Effect on Other Law(a) Except as provided in subsection (b), this [Act] displaces conflicting tort, restitutionary, and other law ofthis 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 atrade 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.§8. Uniformity of Application and ConstructionThis act shall be applied and construed to effectuate its general purpose to make uniform the law withrespect to the subject of this Act among states enacting it.§9. Short TitleThis Act may be cited as the Uniform Trade Secrets Act.§10. SeverabilityIf any provision of this Act or its application to any person or circumstances is held invalid, the invaliditydoes not affect other provisions or applications of the Act which can be given effect without the invalidprovision or application, and to this end the provisions of this Act are severable.Page2of3Uniform Trade Secrets Act9/16/2007http://www.nsi.org/Library/Espionage/usta.htm§11. Time of Taking EffectThis [Act] takes effect on __________, and does not apply to misappropriation occurring prior to theeffective date. With respect to a continuing misappropriation that began prior to the effective date, the [Act]also does not apply to the continuing misappropriation that occurs after the effective date.§12. RepealThe following Acts and parts of Acts are repealed*****:BACK TO HOME PAGEPage3of3Uniform Trade Secrets
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