1. P must possess a valid trade secret.
2. D must take the trade secret by improper means.
- Valid trade secret=
- 1. Information that provides a business advantage to the possessor (mfg process);
- 2. Must be secret; and
- 3. Owner must take reasonable steps to keep the information secret.
There are two alternative “improper means”:
Improper b/c of breach of trust/implied confidentiality of relationship.
Improper if illegal or legal but violates ordinary standards of commercial morality.