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Trade secrets
A trade secret has four aspects.
 * 1) First, it must consist of qualifying information; that is, one must be able (at least in general terms) to articulate what it is in such a way that it may be distinguished from general knowledge and skill.
 * 2) Second, it must be secret, in the sense that it is not well known or easy to compile.
 * 3) Third, the owner must have made reasonable efforts to preserve secrecy.
 * 4) Fourth, the secret must have value as reflected in some competitive advantage that it gives to the owner

See Restatement (Third) of Unfair Competition) § 39, comment d: “It is not possible to state precise criteria for determining the existence of a trade secret. The status of information claimed as a trade secret must be ascertained through a comparative evaluation of all the relevant factors, including the value, secrecy and definiteness of the information as well as the nature of the defendant’s misconduct,” See also Amoco Production Co. v. Laird, 622 N.E.2d 912, 916 (Ind. 1993) (collecting authorities).

Restatement of Torts § 757, comment b (1939): “A trade secret may consist of 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.”

Uniform Trade Secrets Act § 1(4), 14 U.L.A. 438: “‘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.”

Restatement (Third) of Unfair Competition § 39 (1995): “A trade secret is any information that can be used in the operation of a business or other enterprise and that is sufficiently valuable and secret to afford an actual or potential economic advantage over others.”

See, for example, Restatement of Torts § 757, Comment b: “Some factors to be considered in determining whether given information is one’s trade secret are: (1) the extent to which the information is known outside of his business; (2) the extent to which it is known by employees and others involved in his business; (3) the extent of measures taken by him to guard the secrecy of the information; (4) the value of the information to him and to his competitors; (5) the amount of effort or money expended by him in developing the information; (6) the ease or difficulty with which the information could be properly acquired or duplicated by others.”

These factors continue to be cited even in states that have enacted the Uniform Trade Secrets Act. See, for example: Amoco Production Co. v. Laird, 622 N.E.2d 912, 918 (Ind. 1993); Optic Graphics, Inc. v. Agee, 87 Md. App. 770, 784 (Md. App. 1991); Minuteman, Inc. v. Alexander, 434 N.W.2d 773, 778 (Wis. 1989).

Misappropriation - Misappropriation can best be understood as two types of behavior, one simple and the other complex. The simple type consists of what many call “industrial espionage”: the deliberate taking of information that one knows to belong to someone else, whether or not the misappropriator proceeds to use or disclose it.

The other category requires two steps of analysis of the accused misappropriator's state of mind and behavior: first with respect to acquisition, and second with respect to use or disclosure. The first of these two steps has four variants: did the defendant know (or have reason to know) at or following the time of acquisition that (1) the secret was acquired under a duty to keep it confidential, or (2) the secret was acquired by improper means, or (3) the secret came to him through another acting as in (1) or (2), or (4) the secret was acquired by accident or mistake.

It helps to keep in mind the fundamental notions that trade secret law seeks (1) to impose some morality in business transactions and (2) to balance the interests of employers, employees and the public.

The act of taking, and each act of use or disclosure, can be considered as a separate misappropriation. See § 2.03[3] supra. See also Liebert  Corp. v. Mazur,  827  N.E.2d 909, 925 (Ill. App. 2005) (employee’s unauthorized act of downloading secret information hours before leaving employment was act of misappropriation, even though he claimed not to have used it).

The Uniform Trade Secrets Act states that the term includes “theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.”

As a rule of thumb - when an employee leaves a company, they should avoid taking anything physical with them. Information in their heads may fall under the skills exception.