PART Ⅰ THE BASICS

Chapter r Trade Secrets—The Basics

1.1 Apache Helicopter Airstrikes and Lady Gaga

1.2 An Introduction to Trade Secrets

1.3 Trade Secrets—Definition and Four Famous Examples

1.3.1 Information

1.3.2 Secrecy

1.3.3 Value

1.3.4 Reasonable Efforts

1.4 Trade Secret Theft： Defining "Misappropriation"

1.5 Remedies for Trade Secret Misappropriation

1.5.1 Nonmonetary Relief

1.5.2 Monetary Relief

1.6 Criminal Trade Secret Law

1.7 Trade Secrets vs.Patents： When Trade Secrets Are the Best Strategy and When They’re Not

1.8 Summarizing Trade Secret Law

Chapter 2 Trade Secrets in Context： Why Trade Secrets Are Increasingly Important to Businesses, Employees, and the Economy

2.1 The Customer List in the Age of Google, LinkedIn, and Facebook

2.2 The Evolving Technologies, Social Norms, Politics, Economics, and Dozens of Other Factors That Shape the Use and Misuse of Trade Secrets

2.3 Trade Secrets Were Slow to Develop, Quick to Proliferate

2.4 New Technology

2.5 Employee Mobility and Attitudes

2.6 Increasing Value

2.7 The Flexible (and Expanding) Scope of Trade Secret Law

2.8 The Future of Trade Secrets

PART Ⅱ FOUR KEYS TO A SUCCESSFUL TRADE SECRET STRATEGY

Chapter 3 Key No.Ⅰ： How to Recruit, Hire, Train, and Terminate Employees

3.1 Mr.Chang’s ＄200 Million "Resignation"

3.2 Employees Are the Primary Source of Trade Secret Misappropriation

3.3 How to Recruit and Hire Employees

3.3.1 Vet Applicants with an Eye Toward Trade Secret Protection

3.3.2 Agreements with Incoming Employees

3.3.3 Hiring from Competitors

3.4 How to Train Employees

3.5 How to Terminate Employees

3.6 An Argument Against Doing Nothing

3.7 How to Avoid a ＄2oo Million Resignation

Chapter 4 Key No.2： Information Security

4.1 Founder of Alpha Mining Systems： "I was like the husband whose wife was getting it on the side"

4.2 The Right and Wrong Lessons from the Tale of Alpha’s Plundering

4.3 One Size Does Not Fit All

4.4 Basic Protections for Information

4.4.1 Limit Access to Information to Only Those Who Need It

4.4.2 Place Legends on Documents and Files

4.4.3 Implement an Information Tracking System

4.4.4 Dispose of Information Properly

4.4.5 Regulate Information That Must Leave the Company

4.4.6 Encourage Reporting of Violations and Investigate and Punish Violations

4.5 Basic Protections for Electronic Information

4.6 Non-memorialized Data

4.7 Rules for Receiving Trade Secrets from Outsiders

4.8 Government Liaisons

4.9 Information Security Should Not Be Static

Chapter5 Key No.3： Physical Security

5.1 A Business Feud Turns Toxic

5.2 The Non-digital World of Break-Ins and Dumpster Diving

5.3 Securing Physical Confidential Information and the Facilities That House Such Information

5.4 Be Wary of Visitors

5.5 A Closing Note About Employee Resistance

Chapter 6 Key No.4： Agreements to Protect Trade Secrets

6.1 Dampening the Aloha Spirit

6.2.The Importance of Written Agreements

6.3 Confidentiality and Invention Assignment Agreements with Employees

6.4 Confidentiality Agreements with Outsiders

6.5 Parties That Refuse to Sign Confidentiality Agreements

6.6 Noncompention and Nonsolicitation Agreements

6.7 Confidentiality Agreements Protect Against Most Threats

PART Ⅲ TRADE SECRETS IN PRACTICE

Chapter 7 Investigating Suspected Trade Secret Thefi

7.1 Informix to Commuting Oracle Employees： "Caution： Dinosaur Crossing"

7.2 Avoiding Informix’s Fate

7.3 Act Immediately in Response to Suspected Trade Secret Misappropriation

7.4 Attorneys Should Direct the Investigation

7.5 Conducting a Trade Secret Investigation

7.5.1 Gathering Information

7.5.2 Interviews

7.5.3 Monitoring

7.6 The Investigation Is Over.Now What?

7.6.1 Do Nothing

7.6.2 Fix the Leak

7.6.3 Talk to the Alleged Misappropriator 9o

7.6.4 Send Letters 9o

7.6.5 Alternative Dispute Resolution

7.6.6 File a Civil Lawsuit

7.6.7 Notify Law Enforcement

7.7 Look First, Leap Second

Chapter 8 Knowing What You’ve Got and Whether You’re Doing Enough to Protect It：A Trade SecretAudit

8.1 An "Information Addict" Misappropriates ＄400 Million in DuPont’s Trade Secrets

8.2 A Trade Secret Audit Defined

8.3 To Audit, or Not to Audit?

8.4 The Audit Team

8.5 The Content of a Trade Secret Audit： Identifying the Company’s Trade Secrets,Their Location, Their Value, and What Is Being Done to Protect Them

8.6 The Audit Report

8.7 Acting on the Audit Report

8.8 Audit, Report, Then Repeat (a Few Years Later)

Chapter 9 Trade Secret Litigation： What to Expect When You’re Litigating

9.1 Night Raids and an Accidental "Confession" in the Case That Wouldn’t Die

9.2 Working with Counsel

9.3 Early Decisions in Trade Secret Litigation

9.4 Important Trade Secret Litigation Lessons If You Are the Victim

9.4.1 Don’t Pretend Everything Is a Trade Secret

9.4.2 Coordinate Litigation Strategy with Non-litigation Conduct

9.4.3 Expect the Accused to Go on the Offensive

9.4.4 Consider the Impact on Customers, Suppliers, and Other Stakeholders

9.4.5 Identify and Remember Your Goals

9.5 Important Trade Secret Litigation Lessons If You Are the Accused

9.5.1 Don’t Make the Situation Worse

9.5.2 It Will Not Go Away Because You Ignore It

9.5.3 Don’t Allow the Plaintiff to Rely on Vague Descriptions of Its Trade Secrets

9.5.4 Conduct Your Own Investigation

9.5.5 Don’t Wait to Take Appropriate Action—Be Proactive

9.6 The Company That Ignores Trade Secrets Does So at Its Peril

APPENDIX A—LIST OF CASE STUDIES

NOTES

INDEX