12 PS § 5301 Pa CHAPTER 53
TRADE SECRETS
Sec.
5301. Short title of chapter.
5302. Definitions.
5303. Injunctive relief.
5304. Damages.
5305. Attorney fees.
5306. Preservation of secrecy.
5307. Statute of limitations.
5308. Effect on other law.
Enactment. Chapter 53 was added February 19, 2004, P.L.143,
No.14, effective in 60 days.
Special Provisions in Appendix. See sections 3 and 4 of Act
14 of 2004 in the appendix to this title for special provisions
relating to construction and application of law and
misappropriations occurring prior to Act 14.
§ 5301. Short title of chapter.
This chapter shall be known and may be cited as the Uniform
Trade Secrets Act.
§ 5302. Definitions.
The following words and phrases when used in this chapter
shall have the meanings given to them in this section unless the
context clearly indicates otherwise:
"Improper means." Includes, but is not limited to, theft,
bribery, misrepresentation, breach or inducement of a breach of
a duty to maintain secrecy or espionage through electronic or
other means.
"Misappropriation." Includes:
(1) acquisition of a trade secret of another by a person
who knows or has reason to know that the trade secret was
acquired by improper means; or
(2) disclosure or use of a trade secret of another
without express or implied consent by a person who:
(i) used improper means to acquire knowledge of the
trade secret;
(ii) at the time of disclosure or use, knew or had
reason to know that his knowledge of the trade secret
was:
(A) derived from or through a person who had
utilized improper means to acquire it;
(B) acquired under circumstances giving rise to
a duty to maintain its secrecy or limit its use; or
(C) derived from or through a person who owed a
duty to the person seeking relief to maintain its
secrecy or limit its use; or
(iii) before a material change of his position, knew
or had reason to know that it was a trade secret and that
knowledge of it had been acquired by accident or mistake.
"Person." A natural person, corporation, business trust,
estate, trust, partnership, association, joint venture,
government, governmental subdivision or agency or any other
legal or commercial entity.
"Trade secret." Information, including a formula, drawing,
pattern, compilation including a customer list, program, device,
method, technique or process that:
(1) 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.
(2) Is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy.
"Willful and malicious." Such intentional acts or gross
neglect of duty as to evince a reckless indifference of the
rights of others on the part of the wrongdoer, and an entire
want of care so as to raise the presumption that the person at
fault is conscious of the consequences of his carelessness.
§ 5303. Injunctive relief.
(a) Injunctions.--Actual or threatened misappropriation may
be enjoined. Upon application to the court, an injunction shall
be terminated when the trade secret has ceased to exist, but the
injunction may be continued for an additional reasonable period
of time in order to eliminate commercial advantage that
otherwise would be derived from the misappropriation.
(b) Exceptional circumstances.--In exceptional
circumstances, an injunction may condition future use upon
payment of a reasonable royalty for no longer than the period of
time for which use could have been prohibited. Exceptional
circumstances include, but are not limited to, a material and
prejudicial change of position prior to acquiring knowledge or
reason to know of misappropriation that renders a prohibitive
injunction inequitable.
(c) Affirmative acts compelled by court order.--In
appropriate circumstances, affirmative acts to protect a trade
secret may be compelled by court order.
§ 5304. Damages.
(a) Monetary damages.--Except to the extent that a material
and prejudicial change of position prior to acquiring knowledge
or reason to know of misappropriation renders a monetary
recovery inequitable, a complainant is entitled to recover
damages for misappropriation. Damages can include both the
actual loss caused by misappropriation and the unjust enrichment
caused by misappropriation that is not taken into account in
computing actual loss. In lieu of damages measured by any other
methods, the damages caused by misappropriation may be measured
by imposition of liability for a reasonable royalty for a
misappropriator's unauthorized disclosure or use of a trade
secret.
(b) Exemplary damages.--If willful and malicious
misappropriation exists, the court may award exemplary damages
in an amount not exceeding twice any award made under subsection
(a).
§ 5305. Attorney fees.
A court may award reasonable attorney fees, expenses and
costs to the prevailing party:
(1) if a claim of misappropriation is made in bad faith;
(2) a motion to terminate an injunction is made or
resisted in bad faith; or
(3) willful and malicious misappropriation exists.
§ 5306. Preservation of secrecy.
In any action under this chapter, a court shall preserve the
secrecy of an alleged trade secret by reasonable means which may
include, but are not limited to, granting protective orders in
connection with discovery proceedings, holding in camera
hearings, sealing the records of the action and ordering any
person involved in the litigation not to disclose an alleged
trade secret without prior court approval.
§ 5307. Statute of limitations.
An action under this chapter for misappropriation must be
brought within three years after the misappropriation was
discovered or by the exercise of reasonable diligence should
have been discovered.
§ 5308. Effect on other law.
(a) General rule.--Except as provided in subsection (b),
this chapter displaces conflicting tort, restitutionary and
other law of this Commonwealth providing civil remedies for
misappropriation of a trade secret.
(b) Exceptions.--This chapter does not affect:
(1) contractual remedies, whether or not based upon
misappropriation of a trade secret;
(2) other civil remedies that are not based upon
misappropriation of a trade secret; or
(3) criminal remedies, whether or not based upon
misappropriation of a trade secret.
