Virtually all businesses have trade secrets (i.e., confidential information that would be valuable to your competitors). This presentation will assist you in identifying your trade secrets and will give you valuable advice on how to protect those secrets so that they do not lose their legal status. We will also discuss what to do if you suspect your trade secrets have been stolen.

1. Trade Secrets: You have them!
Here is how to protect them.
Nicole Druckrey
Partner
Quarles & Brady LLP
Emily Ely
Traklight
Online Media Specialist
Presented by

2. Nicole J. Druckrey
Chair
Trade Secrets & Unfair Competition Subgroup
Trade Secrets: You have them!
Here is how to protect them.
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3. Protecting Your Property
• A Number of Ways to Protect:
– Patents
– Trademarks
– Trade Secrets
• Benefits of Trade Secret Protection
– No time restriction
– Broader Scope
– Easier?

4. What Is a Trade Secret?
• 47 states have adopted the Uniform
Trade Secrets Act (UTSA) as well as
the District of Columbia and the U.S.
Virgin Islands.
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• Massachusetts, New York, and North Carolina have not
enacted the UTSA at this time.

5. What Is a Trade Secret?
The Uniform Trade Secrets Act § 1(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.
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6. Factors Courts May Consider
1. the extent to which the information is
known outside of the business
2. the extent of measures taken by the business
to guard the secrecy of the information
3. the ease or difficulty with which the information
could be properly acquired or duplicated by others
4. the extent to which it is known by employees and others involved
in the business
5. the value of the information to the business and its competitors
6. the amount of effort or money expended by the business in
developing the information.

7. What can be a Trade Secret?
• Strategic plans
• Algorithms and formulas
• Tip: name your trade secret to increase
likelihood of trade secret finding
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• Customer lists
• Pricing models
• Manufacturing processes
• Product design information

8. What is not a Trade Secret?
• General knowledge in the trade or special
knowledge of those persons who are skilled in
the trade
• Publicly available information, but ...
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9. Reasonable Security Measures
• This factor is key, frequently at issue in
litigation

10. Common Security Measures
1. Use “CONFIDENTIALITY” stamping
2. Non-disclosure agreements both
for employees and vendors
3. Limit physical access to facilities that
house their secrets (identification
badges, key cards, locks, security fences,
guards, security cameras, alarm systems, and sign-in sheets)
4. Limit physically where the trade secret can reside in your facility
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11. Common Security Measures, Cont’d
5. Visitor policies that govern where visitors can travel in the
facility, requiring a chaperone, requiring execution of a non-
disclosure, etc.
6. Password protection for computers and files
7. Employee policies:
– Limit downloading of information onto external devices
– Limit forwarding of information to web-based email addresses
– Require that work be done on work-issued computers
– Prohibit sharing except on a need-to-know basis
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12. Tips for Ensuring Your Trade Secrets Do Not
Walk Out Your Door
• Demonstrate by example
• Train your employees!
– Key topics:
• What you consider to be a trade secret
• How trade secrets should be treated
– Educate employees at start of employment (or
upon acceptance of new position) and annually
• Require written acknowledgment of training
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13. Tips for Ensuring Your Trade Secrets Do Not
Walk Out Your Door, Cont’d
• Conduct exit interviews with employees
– Remind them of obligations (provide them with a copy
of any non-disclosure agreement) and ask if they have
questions
– Invite them to ask you if they want to take something
– Collect all property (and note date and time upon
which these items were collected)
– Ask the employee to sign a statement acknowledging
that they have returned all company property and
have not retained anything
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14. Tips for Ensuring Your Trade Secrets Do Not
Walk Out Your Door, Cont’d
• Immediately deactivate a
departing employee’s access card
and computer access (note date
and time upon which this is done)
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• If employee is going to a competitor, make resignation
effective immediately

15. What to do if you suspect your trade
secrets have been stolen
• Do something (failure to do something may
threaten trade secret status down the road)
• Quarantine any computer or
electronic-storage device at issue
• Involve authorities?

16. Questions?
Nicole J. Druckrey
414-277-5777
nicole.druckrey@quarles.com

17. Set the date:
Next month’s webinar is July 15th
Taking the Plunge into Entrepreneurship:
How to Dive in Intelligently
Presented by
Jennifer Hill, Co-Founder at Sixty Vocab
Former international startup lawyer turned entrepreneur

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The best place to get IP information from
best practices to white papers to fun IP cultural topics!

19. Thank you for attending
(and interacting)!
We will send you a link to the recorded session and slides.
Still have questions?
Contact: info@traklight.com