# Title 47 — Property

## Chapter 47-25.1 — Trade Secrets

### § 47-25.1-01. Definitions.

As used in this chapter, unless the context requires otherwise:
1. "Improper means" includes theft, bribery, misrepresentation, breach or inducement of a
breach of a duty to maintain secrecy, or espionage through electronic or other means.
2. "Misappropriation" means:
a. 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
b. Disclosure or use of a trade secret of another without express or implied consent
by a person who:
(1) Used improper means to acquire knowledge of the trade secret;
(2) At the time of disclosure or use, knew or had reason to know that the
person's 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
(3) Before a material change of the person's 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.
3. "Person" means a natural person, corporation, limited liability company, business trust,
estate, trust, partnership, association, joint venture, government, governmental
subdivision or agency, or any other legal or commercial entity.
4. "Trade secret" means information, including a formula, pattern, compilation, program,
device, method, technique, or process, that:
a. 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; and
b. Is the subject of efforts that are reasonable under the circumstances to maintain
its secrecy.
### § 47-25.1-02. Injunctive relief.

1. Actual or threatened misappropriation may be enjoined. Upon application to the court,
an injunction must be terminated when the trade secret has ceased to exist, but the
injunction may be continued for an additional reasonable period of time to eliminate
commercial advantage that otherwise would be derived from the misappropriation.
2. 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 a material and prejudicial change
of position prior to acquiring knowledge or reason to know of misappropriation that
renders a prohibitive injunction inequitable.
3. In appropriate circumstances, affirmative acts to protect a trade secret may be
compelled by court order.
### § 47-25.1-03. Damages.

1. 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 method, 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.
2. If willful and malicious misappropriation exists, the court may award exemplary
damages in an amount not exceeding twice any award made under subsection 1.
### § 47-25.1-04. Attorney's fees.

If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is
made or resisted in bad faith, or willful and malicious misappropriation exists, the court may
award reasonable attorney's fees to the prevailing party.
### § 47-25.1-05. Preservation of secrecy.

In an action under this chapter, a court shall preserve the secrecy of an alleged trade secret
by reasonable means, which may include 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.
### § 47-25.1-06. Statute of limitations.

An action for misappropriation must be brought within three years after the misappropriation
is discovered or by the exercise of reasonable diligence should have been discovered. For the
purposes of this section, a continuing misappropriation constitutes a single claim.
### § 47-25.1-07. Effect on other law.

1. Except as provided in subsection 2, this chapter displaces conflicting tort,
restitutionary, and other law of this state providing civil remedies for misappropriation
of a trade secret.
2. This chapter does not affect:
a. Contractual remedies, whether or not based upon misappropriation of a trade
secret;
b. Other civil remedies that are not based upon misappropriation of a trade secret;
or
c. Criminal remedies, whether or not based upon misappropriation of a trade secret.
### § 47-25.1-08. Short title.

This chapter may be cited as the Uniform Trade Secrets Act.
