FROM JUDITH’S DESK: TRADE SECRETS & WHAT ARE THEY?

FROM JUDITH’S DESK — NOTE DATED AUGUST 15, 2026

A collection of thoughts that didn’t make it to the blog.

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North Louisiana has always had a very flexible definition of the word secret. A secret may be shared with your mother, your sister, two cousins, the woman who does your taxes, somebody you sat beside at a funeral, and one trusted friend who has never kept a damn thing confidential in her entire life. But everybody was told not to repeat it, so technically we are all still pretending the information remains contained.

Trade-secret law is less accommodating.

A trade secret is information that gives a business an economic advantage because other people do not generally know it—and because the business takes reasonable steps to keep it confidential. It might be the exact seasoning blend that keeps customers lined up outside a restaurant, the formula a contractor uses to prepare profitable bids, a photographer’s private editing process, a bakery’s method for producing icing that survives a Louisiana August, a company’s negotiated supplier prices, or a database showing not merely who the customers are, but what they buy, what they pay, what they prefer, and when they are likely to return.

The information does not have to be revolutionary. Walmart does not need to dispatch corporate spies to obtain it. Sometimes the most valuable information in a small business is the boring system the owner developed after ten years of making mistakes—the spreadsheet that predicts actual job costs, the vendor willing to sell a particular product at half the usual price, the sequence of steps that turns a six-hour task into a two-hour one, or the customer information that tells the business exactly who to call and what to offer them. Boring information can make very exciting money.

But wanting information to remain private does not make it a trade secret. If a restaurant advertises every ingredient in its “secret” sauce, posts a video showing the measurements, sells the recipe on a T-shirt, and lets every new employee photograph the preparation sheet, it may still have a delicious sauce. It simply has a considerably less mysterious one.

The same is true of customer information. A private database containing years of purchase histories, preferences, pricing arrangements, personal notes, and sales patterns may have real commercial value. A list of names copied from the business’s public Facebook followers is not confidential market intelligence. You did not crack the company vault. You clicked “See All.”

Businesses also have to take reasonable steps to protect the information. That does not necessarily require retinal scanners, armed security, or a vault hidden behind a painting of George Washington. It may mean limiting access, requiring individual passwords, locking files, restricting downloads, marking materials confidential, using carefully drafted agreements, and giving employees only the information they actually need to perform their jobs.

It does not mean using the same password for every account since 2014 because it includes an exclamation point and therefore “meets the security requirements.”

It also does not mean storing the company’s complete customer list, pricing structure, vendor contacts, passwords, and future business plans in a folder labeled IMPORTANT SECRET BUSINESS STUFF on a shared computer available to seventeen employees, the cleaning service, three former interns, and anybody who knows the Wi-Fi password.

Confidentiality agreements can be important, but an NDA is not holy water. You cannot sprinkle one over information after everybody already knows it and restore its innocence. An agreement is only one part of protecting confidential information. What the business actually does matters too. If the owner freely shares information, never restricts access, never identifies what is confidential, and only announces that everything was a trade secret after an employee leaves, the problem is no longer merely that the employee may have behaved badly. The problem is that the business had no plan until it needed one.

And that is usually when people discover that the former employee still has the customer spreadsheet, the contractor downloaded the entire operations manual, the ex-partner knows every supplier and price, and Brenda—who was fired on Tuesday—has opened a competing business by Friday using the same forms, the same process, the same vendors, the same color scheme, and approximately three-fourths of the same name.

Brenda did not waste her week.

Trade-secret protection is also not the same as owning an idea forever. If another person independently develops the same process, trade-secret law generally does not stop them. If the public can buy a product, examine it, and lawfully determine how it works, the information may be vulnerable to reverse engineering. The law can address improper acquisition, use, or disclosure. It generally cannot punish someone for being observant, talented, or unfortunately capable of reaching the same conclusion without stealing yours.

That is why the real work needs to happen before anyone quits, competes, gets divorced, becomes offended, joins forces with your worst enemy, or suddenly discovers an entrepreneurial spirit funded entirely by information obtained from your business.

Identify what information actually gives the business an advantage. Decide who needs access to it. Protect it accordingly. Address confidentiality in writing. Separate genuinely protected information from ordinary knowledge, public facts, and employees’ general skills. Most importantly, behave consistently with the claim that the information matters.

Because “Please don’t tell anybody” may be enough to move a conversation from the church parking lot to the inside of someone’s car.

It is not a trade-secret protection plan.

If you believe your business has information worth protecting, start before Brenda has packed her desk. Make a specific list of what gives your business an advantage, limit access to people who genuinely need it, secure your paper and electronic records, and have an attorney prepare confidentiality agreements and policies that fit the way your business actually operates. Do not download a twelve-page NDA written for a pharmaceutical company, replace “experimental vaccine compound” with “Mama’s gumbo seasoning,” and assume the matter is handled. If you are building something valuable and are unsure what qualifies as a trade secret—or whether you need contract, copyright, trademark, or patent protection—get legal advice before the information leaves the building.

Hampton Law Firm can help you identify the right questions, organize what needs to be protected, and determine when specialized intellectual-property counsel may be necessary. Call or text us at 318-368-7444, visit hamptonlawla.com, or send a message to our front desk through the website. Protecting the information now is considerably less expensive than paying lawyers later to argue about why Brenda has it.

JLH

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