Arizona has adopted a model piece of legislation aimed at protecting certain proprietary intellectual property created and maintained by a business.  The law can be found in Title 44, Chapter 7 of the Arizona Revised Statutes (A.R.S. 44-401 to 44-407).  A trade secret can be many things or a combination of things.  It can even be a compilation of publicly available information, depending on how it is compiled and used.  However, all of this protection under the statute is not afforded for -- you guessed it -- proprietary information that is not maintained as a secret.  This is a bit of a term of art, as the Act and the cases interpreting it acknowledge that, in order to be useful to the business sometimes there must be some disclosure of the information.  Disclosure of the information outside, and sometimes even inside the entity, must be done under some form of effort to protect it.  This typically means a non-circumvent or non-disclosure agreement or similar terms incorporated into a master agreement covering the protectable information.  Secondly, and of equal importance, the information truly must be proprietary.  A business cannot just claim everything it does or maintains internally is a trade secret.  The trade secret must be unique and provide or have the potential to provide the company with a competitive advantage.

Note that patents are not trade secrets under the act.  By definition, a patent is in the public record, and therefore cannot be a trade secret.  Instead, a patent protects a design, thing, material or process under a separate set of federal laws that are far beyond the scope of AUTSA.  Trade secrets are typically things like customer and vendor lists, databases, know-how, or perhaps certain business methods or tactics.  Trade secret protection exists to prevent unfair competition.  Trade secret litigation typically arises between competitors, collaborators, former employees and their former employers, or between buyers and sellers of a business after closing.  The act has a host of remedies available, including awarding the aggrieved party royalties and injunctions.  An injunction is a court order that essentially prevents a person or party from doing something, and allows the other party a shortcut to court enforcement of penalties in the form of monetary sanctions and possibly even criminal sanctions for contempt.  This is to be distinguished from a separate criminal statute under Arizona law regarding theft of trade secrets, which, depending on the manner or method of theft, may be implicated at the same time as AUTSA.

Trade secret litigation and the protections afforded under the act can be very nuanced and fact-specific.  As a result, any business concerned with protecting trade secrets should consult an attorney experienced in this type of litigation to determine the proper manner to go about  affording or maintaining protected status for trade secrets under act.  Trade secrets are far too important to be covered by a stock online form, as such forms are not appropriately tailored to the proprietary interest.  Additionally, it is equally important that business operate in a way consistent with the AUTSA and terms of any agreements it seeks to bind others to regarding its proprietary information.  Sandoval Law has experience litigating and drafting non-disclosure and non-circumvent agreements under the Arizona Uniform Trade Secrets Act.  Oftentimes, claims under the act are made with breach of contract, fraud, and other business tort claims arising out of a misappropriation of trade secrets.