A trade secret is proprietary information that gives a business advantage because it is secret — and the company takes active steps to keep it that way.

How it works

Examples include training data pipelines, manufacturing recipes, customer pricing models, and unreleased product roadmaps. Protection requires reasonable measures: NDAs, PIIA agreements, access tiers, encryption, and clean-room procedures with partners. Unlike patents, trade secrets last as long as secrecy holds — but reverse engineering and independent discovery are fair game.

Startups choose trade secret over patent when disclosure helps competitors or when IP evolves too fast to patent. Legal remedies for misappropriation vary by jurisdiction (Defend Trade Secrets Act in the US). Due diligence reviews employee departures, contractor agreements, and prior employer conflicts.

Fundraising data rooms expose trade secrets — founders stage disclosure and use expiring links.

Why it matters

• Founders: Document who knows what and tighten onboarding/offboarding. One leaked notebook can destroy a trade secret claim.
• Investors: Moat diligence asks whether secrets are portable with founders or embedded in systems. Purely human-held secrets raise key-person risk.

Common mistake

Labeling general industry knowledge a trade secret without confidentiality discipline — courts and investors will not treat it as defensible IP.

Related ideas

See also PIIA, patent, NDA, and technical diligence.