Bill Text: TX SB953 | 2013-2014 | 83rd Legislature | Enrolled


Bill Title: Relating to the adoption of the Uniform Trade Secrets Act.

Status: (Passed) 2013-05-02 - Effective on 9/1/13 [SB953 Detail]

Download: Texas-2013-SB953-Enrolled.html
 
 
  S.B. No. 953
 
 
 
 
AN ACT
  relating to the adoption of the Uniform Trade Secrets Act.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.   Title 6, Civil Practice and Remedies Code, is
  amended by adding Chapter 134A to read as follows:
  CHAPTER 134A. TRADE SECRETS
         Sec. 134A.001.  SHORT TITLE.  This chapter may be cited as
  the Texas Uniform Trade Secrets Act.
         Sec. 134A.002.  DEFINITIONS.  In this chapter:
               (1)  "Claimant" means a party seeking to recover
  damages under this chapter, including a plaintiff,
  counterclaimant, cross-claimant, or third-party plaintiff. In an
  action in which a party seeks recovery of damages under this chapter
  on behalf of another person, "claimant" includes both that other
  person and the party seeking recovery of damages.
               (2)  "Improper means" includes theft, bribery,
  misrepresentation, breach or inducement of a breach of a duty to
  maintain secrecy, to limit use, or to prohibit discovery of a trade
  secret, or espionage through electronic or other means.
               (3)  "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:
                           (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 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
                           (iii)  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.
               (4)  "Proper means" means discovery by independent
  development, reverse engineering unless prohibited, or any other
  means that is not improper.
               (5)  "Reverse engineering" means the process of
  studying, analyzing, or disassembling a product or device to
  discover its design, structure, construction, or source code
  provided that the product or device was acquired lawfully or from a
  person having the legal right to convey it.
               (6)  "Trade secret" means information, including a
  formula, pattern, compilation, program, device, method, technique,
  process, financial data, or list of actual or potential customers
  or suppliers, 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.
         Sec. 134A.003.  INJUNCTIVE RELIEF.  (a)  Actual or
  threatened misappropriation may be enjoined. On 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)  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 before acquiring knowledge or reason
  to know of misappropriation that renders a prohibitive injunction
  inequitable.
         (c)  In appropriate circumstances, affirmative acts to
  protect a trade secret may be compelled by court order.
         Sec. 134A.004.  DAMAGES.  (a)  In addition to or in lieu of
  injunctive relief, a claimant 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)  If wilful and malicious misappropriation is proven by
  clear and convincing evidence, the fact finder may award exemplary
  damages in an amount not exceeding twice any award made under
  Subsection (a).
         Sec. 134A.005.  ATTORNEY'S FEES. The court may award
  reasonable attorney's fees to the prevailing party if:
               (1)  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)  wilful and malicious misappropriation exists.
         Sec. 134A.006.  PRESERVATION OF SECRECY.  In an action under
  this chapter, a court shall preserve the secrecy of an alleged trade
  secret by reasonable means.  There is a presumption in favor of
  granting protective orders to preserve the secrecy of trade
  secrets.  Protective orders may include provisions limiting access
  to confidential information to only the attorneys and their
  experts, 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.
         Sec. 134A.007.  EFFECT ON OTHER LAW.  (a)  Except as
  provided by Subsection (b), this chapter displaces conflicting
  tort, restitutionary, and other law of this state providing civil
  remedies for misappropriation of a trade secret.
         (b)  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.
         (c)  To the extent that this chapter conflicts with the Texas
  Rules of Civil Procedure, this chapter controls.  Notwithstanding
  Section 22.004, Government Code, the supreme court may not amend or
  adopt rules in conflict with this chapter.
         (d)  This chapter does not affect the disclosure of public
  information by a governmental body under Chapter 552, Government
  Code.
         Sec. 134A.008.  UNIFORMITY OF APPLICATION AND CONSTRUCTION.  
  This chapter shall be applied and construed to effectuate its
  general purpose to make uniform the law with respect to the subject
  of this chapter among states enacting it.
         SECTION 2.  Subdivision (2), Section 134.002, Civil Practice
  and Remedies Code, is amended to read as follows:
               (2)  "Theft" means unlawfully appropriating property
  or unlawfully obtaining services as described by Section 31.03,
  31.04, [31.05,] 31.06, 31.07, 31.11, 31.12, 31.13, or 31.14, Penal
  Code.
         SECTION 3.  The change in law made by this Act applies to the
  misappropriation of a trade secret made on or after the effective
  date of this Act. A misappropriation of a trade secret made before
  and a continuing misappropriation beginning before the effective
  date of this Act are governed by the law in effect immediately
  before the effective date of this Act, and that law is continued in
  effect for that purpose.
         SECTION 4.   This Act takes effect September 1, 2013.
 
 
 
 
 
  ______________________________ ______________________________
     President of the Senate Speaker of the House     
 
         I hereby certify that S.B. No. 953 passed the Senate on
  April 9, 2013, by the following vote:  Yeas 31, Nays 0.
 
 
  ______________________________
  Secretary of the Senate    
 
         I hereby certify that S.B. No. 953 passed the House on
  April 23, 2013, by the following vote:  Yeas 146, Nays 1, two
  present not voting.
 
 
  ______________________________
  Chief Clerk of the House   
 
 
 
  Approved:
 
  ______________________________ 
              Date
 
 
  ______________________________ 
            Governor
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