First Circuit: TLS Mgmt. and Mktg. Ser. LLC v. Rodriguez-Toledo


A client file compiled by an asserted secret process containing asserted secret insights is not itself protected as a trade secret absent a division of public and nonpublic material within it and a specific claim for certain nonpublic material or processes.

A claim of trade secret for a business process must establish more than the fact that it is not known -- the claim must also establish that it is not ascertainable from public sources.

Nondisclosure agreements implicate the same public policy concerns of the forum state as do non-compete clauses.   Here, the agreements' broad scope, including general knowledge acquired on the job, particular knowledge acquired that was already public knowledge, and information provided by third parties, make the agreements unenforceable under the public policy exception.  Courts will not rewrite or narrow the contract, so the nondisclosure agreement is void in its entirety.