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A trade secret is defined as any valuable business information that is not generally known and is subject to reasonable efforts to preserve confidentiality. Generally speaking, a trade secret will be protected from exploitation by persons who either obtain access through improper means, persons who obtain the information from others they know or should have known gained access through improper means, or persons who breach a promise to keep the information confidential.

Virtually all states have adopted a portion of or modified version of the Uniform Trade Secrets Act ("UTSA"), which was drafted by the National Conference of Commissioners on Uniform State Laws in 1970 and amended in 1985. While trade secret laws do vary somewhat from state to state, state laws are remarkably similar. Nevertheless, before making any decisions that may implicate trade secrets it is always necessary to consult with an attorney familiar with the trade secret laws within the state where you or your business is located.