The Uniform Trade Secrets Act is a model statute, not a law. Drafted by the Uniform Law Commission in 1979 and amended in 1985, it has no force anywhere until a state legislature enacts it. Nearly every state has, which is why American trade secret law looks broadly similar from state to state while differing in ways that decide cases.
Before the UTSA, trade secret protection was judge-made law, drawn largely from Section 757 of the first Restatement of Torts (1939) and applied inconsistently across jurisdictions. The UTSA replaced that with statutory text: one definition of a trade secret, one definition of misappropriation, and a fixed menu of remedies. The word “uniform” in the title describes the ambition rather than the result.
Three pieces do most of the work, and they recur in almost every state’s version.
That last item cuts both ways, and defendants forget it. Fees are available against a plaintiff who brings a trade secret claim in bad faith, which is a real deterrent against using litigation to lock up a departing employee.
The UTSA is law in 48 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Massachusetts was the last real adopter, with a version effective October 1, 2018.
New York is the genuine holdout. It has never enacted the UTSA, and New York trade secret claims are still governed by common law. Courts there apply the six factors from Restatement of Torts § 757 comment b, endorsed by the New York Court of Appeals in Ashland Management Inc. v. Janien, 82 N.Y.2d 395 (1993): how widely the information is known outside the business, how widely it is known within it, the measures taken to guard secrecy, its value to the holder and to competitors, the effort or money spent developing it, and the ease with which others could properly duplicate it. The practical differences from a UTSA state are real. New York has no statutory exemplary damages provision, no statutory fee-shifting for misappropriation, and no statutory displacement rule, so overlapping claims for unfair competition, breach of confidence, and breach of fiduciary duty survive alongside the trade secret count in a way they often would not elsewhere.
North Carolina is the asterisk. It has a Trade Secrets Protection Act, N.C. Gen. Stat. § 66-152 and following, that reaches similar results, but it was drafted independently rather than adopted from the model, and the Uniform Law Commission does not count it. Anyone reading a “48 states” or “49 states” figure is usually seeing a disagreement about how to count rather than a factual dispute. The Uniform Law Commission’s own tally of 48 treats Alabama as an adopter and leaves North Carolina out; commentators who count North Carolina’s separate act as close enough get to 49.
States amended the model as they enacted it, and then their courts read identical words differently. Three variations matter most.
The limitations period. The UTSA sets three years from when the misappropriation was discovered or reasonably should have been discovered, and provides that a continuing misappropriation is a single claim rather than a fresh injury each day. Most states kept three years. Illinois did not: 765 ILCS 1065/7 gives five. That single difference can decide whether a case exists at all.
Displacement. UTSA § 7 displaces conflicting state civil remedies for misappropriation of a trade secret, while preserving contract claims, criminal remedies, and civil remedies not based on trade secret misappropriation. Courts split badly on that last carve-out. California reads displacement broadly, and under cases such as K.C. Multimedia, Inc. v. Bank of America Technology & Operations, Inc., 171 Cal. App. 4th 939 (2009), common-law claims resting on the same nucleus of facts get superseded even when the plaintiff avoids calling the information a trade secret. Other states read the carve-out narrowly and let conversion or unfair competition claims proceed in parallel. The consequence is procedural but severe: in a broad-displacement state, a plaintiff whose information turns out not to qualify as a trade secret may find the backup claims already gone.
Damages and fees. Several states altered the model’s damages and exemplary-damages language in adoption. The governing state’s own text controls, and reading the model act instead of the enacted statute is a way to be confidently wrong.
The Defend Trade Secrets Act of 2016 created a federal civil cause of action for misappropriation of a trade secret related to a product or service used in interstate or foreign commerce, at 18 U.S.C. § 1836(b)(1). It did not replace anything. 18 U.S.C. § 1838 states that the chapter does not preempt or displace any other remedies provided by state law for trade secret misappropriation.
So the two run in parallel, and plaintiffs generally plead both. The reasons are practical. The DTSA count supplies federal-question jurisdiction, so the case can be filed in federal court without diversity. The state count hedges against a failure of the interstate commerce nexus and preserves any state-specific advantage, such as Illinois’s longer limitations window. The DTSA’s own limitations period is three years under § 1836(d), and the definitions track the UTSA closely enough that the same evidence usually supports both counts.
Pleading both is not costless. The DTSA will not reach misappropriation that occurred entirely before May 11, 2016, and it conditions exemplary damages and fees on the employer having given the whistleblower-immunity notice required by § 1833(b) in agreements governing trade secret use.
The UTSA’s near-universal adoption makes it tempting to skip the choice-of-law question. Do not. A contractual choice-of-law clause in an employment or confidentiality agreement often governs, and it may point somewhere with a different displacement rule or limitations period than where the defendant works. Absent a clause, courts typically look to where the misappropriation occurred and where the injury landed, which in a remote-work dispute can be several places at once. The answer determines the limitations period, the fate of the parallel claims, and the available damages, so it deserves to be settled early rather than discovered at summary judgment.
What is the Uniform Trade Secrets Act? The UTSA is a model statute published by the Uniform Law Commission in 1979 and amended in 1985. It is not itself law anywhere. It becomes law only when a state legislature enacts it. It replaced scattered common-law trade secret doctrine with a single definition of a trade secret, a single definition of misappropriation, and a standard set of remedies including injunctions, damages, exemplary damages, and attorney fees.
Which states have not adopted the Uniform Trade Secrets Act? New York is the only state that has never enacted a version of it. New York trade secret claims still run on common law, using the six-factor test from Section 757 of the first Restatement of Torts. North Carolina is often listed as a second holdout: it has its own Trade Secrets Protection Act, which resembles the UTSA but was drafted separately and is not counted as an adoption by the Uniform Law Commission. Massachusetts was the most recent adopter, effective October 1, 2018.
Is the Uniform Trade Secrets Act actually uniform from state to state? No. States amended it as they enacted it, and courts then read the same language differently. The limitations period is three years in most states but five years in Illinois. The scope of displacement of overlapping common-law claims varies widely, with California reading it broadly. Damages and fee provisions were also altered in adoption, so the governing state’s own version controls.
Does the federal DTSA replace state trade secret law? No. 18 U.S.C. § 1838 says the federal chapter does not preempt or displace other remedies provided by state law for trade secret misappropriation. The DTSA added a federal cause of action on top of state law rather than replacing it, which is why plaintiffs routinely plead a DTSA count and a state UTSA count over the same facts in the same complaint.
Going further: How to Protect a Trade Secret in California, step by step .
This page is general legal information, not legal advice, and it does not create an attorney-client relationship.
The Third Circuit held lawful possession, not title, lets a plaintiff sue for trade-secret misappropriation under Pennsylvania law, affirming a $3.1M award.
A California court held secret, patentable design concepts disclosed under an NDA can be trade secrets, affirming a judgment over $1.5M plus fees.
Hawaii's Supreme Court adopted the majority view that the Uniform Trade Secrets Act displaces tort claims built on misused confidential information, even when that information is not a statutory trade secret.
Predicting Ohio law, the Sixth Circuit held that the Uniform Trade Secrets Act does not displace a plain breach-of-contract claim, a reading that restores the statute's savings clause and its promise of uniformity.
The Fourth District reversed summary adjudication to hold that California's trade-secret statute does not displace breach-of-contract, fiduciary-duty, conversion, and unfair-competition claims that rest on conduct independent of any misappropriation.
The Sixth District extended California's trade-secret displacement doctrine to claims over non-trade-secret data while holding that an end user who runs compiled software does not thereby 'use' the source-code secrets behind it.
California's first published decision squarely addressing trade-secret supersession held that the Uniform Trade Secrets Act displaces common-law tort claims resting on the same factual nucleus as the misappropriation theory.
