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Do You Want to Know a Trade Secret? How Article 2B Will Make Licensing Trade Secrets Easier (But Innovation More Difficult) |
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Rochelle Cooper Dreyfus |
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| Proposed U.C.C. Article 2B's coverage of
trade secrets is welcome in many ways. Article 2B
recognizes the special characteristics of
intangibles, such as the difficulty of inspecting
delivery, monitoring use, and effectively
returning information. For trade secrets, which
are state-law-based, nationally uniform licensing
rules are especially desirable; they will surely
lead to a reduction in the risk of disclosure.
Article 2B does not, however, fully account for
the differences between copyrights and trade
secrets. For example, the remedies provisions do
not treat losses created by disclosure; the
formation provisions do not consider the impact
of licensing on the patentability of the
technologies licensed. Moreover, reducing the
risk of disclosure could conflict in a
fundamental way with national innovation policy,
which is premised on information leakage. To the
extent Article 2B stops secrets from reaching the
domain of the public, it inhibits creative
production. This Article is in two parts. The first examines how the specific provisions of Article 2B affect trade secrets. The second both analyzes the interaction between Article 2B, intellectual property law, and innovation policy and suggests ways to improve Article 2B. |
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Copyright
© 1999 by California Law Review, Inc. |
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