Almost one year has passed since news broke about Samsung employees sharing highly sensitive trade secrets with ChatGPT while testing software. As one of the world’s largest companies, Samsung has undertaken a wide–and expensive–series of measures to protect against intentional or unintentional disclosure of trade secrets. But trade secrets are usually taken without permission versus […]

AI: Choice of Law Provisions

One of my favorite “boilerplate” provisions now needs even more analysis. With state legislatures passing legislation and state court starting to issue rulings the choice of law governing your contract is more important than ever. The most notable state is California. Straightforward compliance with the California Consumer Privacy Act is not the whole battle because […]

SaaS Agreements Part 2

For those of you who missed part one, please click here. I am diving right in. 5. Customer Support. For software companies, there is a delicate balance to be struck the amount of customer support and the pricing for customer support. Smart software companies have already decided these issues well before customer outreach starts. Customers […]

Trade Secret Insurance Considerations


Trade secret insurance protects businesses from financial losses resulting from the theft, misappropriation, or unauthorized disclosure of their trade secrets.  A broad definition of trade secrets requires information to be (a) protected as confidential and proprietary; and (b) have economic value because the public does not have access to the information.  That being said, do […]

Inevitable Disclosure and the Defend Trade Secrets Act

The inevitable disclosure doctrine in trade secrets cases is a simple concept. At its core, it presumes a former employee will inevitably disclose and use trade secrets of the former employer in the employee’s role with the new employer. As a result, it further presumes, it is inevitable that the former employee will disclose and use the […]

Drafting Cease and Desist Letters

Effective cease and desist letters do not require fancy lawyerly language. Like many other letters, they need to be direct and terse without sugarcoating the fact your company will take certain actions to protect its trade secrets and other confidential information. Your goal is to convince the new employer’s legal counsel, not the former employee, […]

NDA No-Nos

It is common knowledge that a Non-Disclosure Agreement (NDA) does not provide absolute protection of a company’s intellectual property or other proprietary information.  Unfortunately, many business owners are not advised with sufficient detail as to (1) why an NDA is insufficient and (2) how to keep an NDA enforceable. Receiving poor or no advice concerning […]