Overview of
Trade Secrets

A trade secret, as the name implies, is a secret about how you do your trade. Trade secrets are protected by state law.  CLICK HERE to view the Florida Trade Secrets Act

To enjoy protection:

• No one else should know about it
• it must be beneficial to your trade, and
• it must be used in trade.

To satisfy these requirements under the law, a trade secret generally must:

• not be generally known to the public


• confer some sort of economic benefit on its holder (where this benefit must derive specifically from its not being generally known, and not just from the value of the information itself), and


• must be the subject of reasonable efforts to maintain its secrecy.

To be protected under State law:

• The secret must not be disclosed (otherwise it is not a secret)


• And if it is disclosed, to be protected a secret must be disclosed to a person who has a duty not to disclose a secret and to use the secret for the benefit of the owner of the secret, such as employees under non-disclosure contract or others who are under non-compete contract.


• If non-disclosure or non-compete contracts are used to guard the secret, then the contract must be reasonable in geographic scope and time. For example, the contract may not be worldwide and perpetual.

In addition, a party who uses someone else’s trade secret can be liable for damages and can be prevented from using those secrets by a State court. However, a person who uses the secret of another is not liable if, for example,

• the owner discloses the secret without imposing any duty on another,


• another independently develops the secret,


• another uses reverse engineering to develop the secret from the final product, or


• another receives a secret through a mistake email, for example, without having any notice that it is a trade secret, etc.