While intellectual property such as copyrights and trademarks have relatively well-defined boundaries, there are other intangible property concepts like “trade secrets” that are a bit murkier. Most U.S. states have laws to define and protect trade secrets. But it’s not always how broad those definitions are, or how far a business can go in asserting control over certain information.
For example, a federal judge in Maryland recently held that static screenshots of a software’s user interface were not, taken on their own, a “trade secret” under state law. This issue came up as part of a larger dispute between a software company and one of its former employees. The ex-employee–the defendant here–took a job with the plaintiff’s largest customer. The plaintiff claimed the employee not only violated a non-compete provision in his employment contract, but that he also “misappropriated” various trade secrets.
Earlier this year, the case was tried without a jury before U.S. District Judge Deborah K. Chasanow. On August 21, Judge Chasanow entered a judgment for the defendant on all counts. This included one allegation unrelated to the defendant’s current employment. In 2014, the defendant unsuccessfully applied for a job with a third company, which was not a direct competitor with the plaintiff. The defendant, who was then the plaintiff’s director of product development, emailed two “static screenshots” of the auditing software he was then managing as part of his job.
Specifically, these screenshots displayed the software’s user interface (UI). The plaintiff argued the UI was a protected trade secret under Maryland law. Judge Chasanow disagreed. The Maryland Uniform Trade Secrets Act (MUTSA) defines a trade secret as information that “is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.” Chasanow said the plaintiff could not prove that was the case here. Although the company “made some efforts” to keep its UI secret–including “confidentiality provisions in its employment agreements” and requiring a password to access the system–this did not prove that “reasonable efforts were taken to maintain the interface’s secrecy.”
Indeed, Chasanow noted the plaintiff “regularly demonstrated” its software and UI to “prospective clients” and at “industry trade shows,” without requiring the recipients to sign a non-disclosure agreement. Yet these demonstrations inevitably disclosed the very same “interface pages” that the defendant emailed to his prospective employer. Given this, Chasanow said there was no reason to treat the “front-end appearance” of the UI as a protected trade secret.