In Italy, the main body of law governing trade secret protection is the Code of Industrial Property (Codice della Proprietà Industriale or CIP), which includes provisions to protect trade secrets in Articles 98 and 99. These provisions existed before the EU Directive 2016/943 (EUTSD), and were modified in 2018, following the implementation of the EUTSD with Legislative Decree no. 63/2018. Article 98 of the CIP specifies the requirements for trade secret protection, while Article 99 sets out the exclusive rights granted to the trade secret owner. Further, trade secrets are also protected by Article 2598(3) of the Civil Code (CC): in other words, the misappropriation, use and disclosure of trade secrets and confidential information is considered an act of unfair competition. Article 623 of the Penal Code (PC) provides that whoever, by reason of their position, office, profession or practice, becomes aware of any trade secrets or information intended to remain secret, concerning scientific discoveries or inventions, and discloses them or employs them for their own or others’ profit, shall be punished by up to two years in prison.

Under Article 98(1) of the CIP, trade secrets are defined as business information and technical-industrial and business experiences, including commercial information if such information:

• is secret in the sense that it is not in its entirety or in the precise configuration and combination of its elements generally known or readily accessible to experts in the field;
• has economic value because it is secret;
• is subject, by the persons in whose lawful control it is subject, to measures that are deemed reasonably adequate to keep it secret.

Under Article 98(2) of the CIP, trade secrets also include test data or other secret data, the processing of which involves considerable effort, and of which is required for the marketing authorisation of chemical, pharmaceutical or agricultural products.

Examples of trade secrets include:

• Technical information related to production methods, products’ properties, industrial processes, patentable inventions, etc. This includes, for example, drawings of procedures for processing and production and technical drawings of plants;
• Business information, including business and strategy plans, lists of clients and suppliers, market surveys, etc;
• Administrative information such as documents relating to quality certifications and information, financial data and procedures connected with internal business administration;
• Software programs, more specifically: source codes, procedures and sequences.

Article 98 of the CIP outlines the elements for trade secret protection:

• The information must be secret, meaning it is not widely known or easily accessible to experts in the field;
• The information must have economic value derived from its secrecy; and
• Reasonably sufficient security measures must be implemented to protect the relevant information.

A trade secret owner must show that it took adequate protective measures to safeguard its trade secrets. What is adequate is determined on a case-by-case basis: pursuant to case law, the requirement is met if the steps are proportionate with the importance of the information to be protected as a trade secret. In other words, certain technical protection measures might be considered adequate to protect certain information (for example commercial data), but inadequate to protect other company data (such as patentable invention which is crucial for the company).

Security measures can be both internal (ie, those that the company implements when dealing with its employees and collaborators, eg, confidentiality agreements with employees and the adoption of a computer security system designed to protect company information, such as password protection for documents and marking documents secret) and external (ie, those implemented by the company in respect of its commercial partners, suppliers and clients, such as NDA agreements).

Segregation is extremely important to ensure the protection of trade secrets. If the information is made available indiscriminately to all employees, without selecting the individuals authorised to have access to it and/or without the information being protected in any way whatsoever (through NDAs, IT measures, etc), it will not be recognised as a trade secret. It is therefore extremely important for the company to adopt internal measures for the correct management of trade secrets, including limiting access to crucial business-related information within the organisation on a need-to-know basis. 

As a general rule, the ability to reverse engineer does not itself exclude trade secret protection. However, if engineering is easy to those skilled in the art, in consideration of the characteristics of the product/service and of the market and taking into account the time and costs involved in the reverse engineering process, it will be difficult to claim trade secret protection. On this note, recent case law clarified that “technical information that is readily accessible, because it can be acquired by reverse engineering within a reasonable time and at a reasonable cost by anyone who purchases a device commercially and has adequate knowledge of electronics, is not protectable under Articles 98–99 of the CIP (Court of Turin, 2/11/2020)”.

Software programs are protectable as trade secrets when they meet the requirements listed under Article 98 of the CIP. Generally, said requirements are not met by the software program as a whole (which is normally protected under Italian Copyright Law), but by the source code and related data and information, which is normally kept secret.

The trade secret protection endures as the information remains secret and retains its economic value. Therefore, trade secret protection can potentially last indefinitely, provided the relevant requirements are met. Disclosure will invalidate trade secret protection when the information is released into the public domain and/or when it becomes available to a large number of unauthorised persons. To determine whether the information is protected as a trade secret and whether such protection has been invalidated by disclosure, an assessment of the information type and the protective measures implemented is necessary.

When disclosure is made to a group of recipients authorised to receive the relevant information and with adequate protections in place, trade secret protection should not be lost. To prevent accidental or unauthorised disclosure, trade secret owners must implement adequate measures, such as information security policies and strict procedures for processing confidential information. These measures should be implemented not only for employees but also for commercial partners.

Trade secrets can be licensed through exclusive or non-exclusive license agreements. In any event, in such operations the trade secret owner should adopt measures that are reasonably adequate, whether digital or physical, to maintain the secrecy of the information and prevent disclosure to unauthorised parties.

Trade secret protection does not expire. It is more flexible and potentially broader than other types of intellectual property protection, and it allows the owner to keep information which is crucial for the business unknown to competitors potentially indefinitely. However, trade secret protection depends on secrecy, and on the ability of the owner to maintain secrecy over time. Also, the existence of a trade secret could be harder to demonstrate in court since the statutory requirements are less straightforward than other types of intellectual property rights.

It is possible for the owner to assert trade secret rights and other IP rights, as long as the requirements for the different claims are met. An example in this respect is copying software programs: the plaintiff may claim copyright infringement (given that software is copyright protected in certain circumstances) and trade secrets infringement for the software’s source code (as long as it was kept secret). Trade secrets also come into play in patent infringement disputes.

Claims can be raised in addition to trade secret misappropriation or alone, as long as the relevant requirements for protection are met. By way of example, it is possible to bring:

• claims for breach of confidentiality obligations in a contractual agreement (eg, NDAs);
• claims for breach of fiduciary duty against an employee under Article 2105 of the CC, according to which an employee cannot disclose information regarding the organisation and methods of production of the business or make use of it in such a way that could cause damages to the employer; and
• claims for tortious interference/inducement of breach of contract or, more generally, unfair competition when a defendant induced an employee to breach a contractual confidentiality obligation to the trade secret owner/employer.

Under Article 623 of the PC, whoever becomes aware of trade secrets or information intended to remain secret through their role, office or profession, concerning scientific discoveries or inventions, discloses them or employs them for their own or others’ profit, shall be punished by a term of up to two years in prison. If the misuse is committed using electronic devices, the penalty shall be increased. Moreover, under Article 615-ter of the PC, whoever illegally enters a computer or telematic system protected by security measures or remains there against the explicit or implicit consent of those with the authority to deny entry, shall be punished by a term of up to three years in prison, but the penalty can be increased under certain circumstances.

It is possible to bring a claim based on misappropriation that happens in another country, if there is a connection to our jurisdiction. The general rules of international private law apply.

Pursuant to Article 99 of the CIP, a trade secret owner has the right to prohibit third parties from illegally acquiring, disclosing or using such secrets, unless they have been independently discovered by the third party. Further, the production, offering, marketing, import, export and storage of infringing goods – ie, goods whose design, characteristics, and function, production and commercialisation benefit from the trade secrets unlawfully acquired – infringe trade secrets rights, when the person engaging in such conduct knew or should have known that the trade secrets had been unlawfully acquired and disclosed. Thus, the trade secret owner does not have to prove that such secrets have been used by the infringer; it is sufficient to prove their unlawful acquisition. Also, in case of trade secrets misappropriated by third parties, to enforce their rights the owner does not have to demonstrate that the trade secrets were accessed by unlawful means; it is sufficient that (i) the original acquisition of the trade secrets was unauthorised, and (ii) the user knew or should have known that the trade secrets had been unlawfully acquired.

There are no specific rules applicable to employees. An employee is generally required, pursuant to Article 2105 of the CC, not to disclose information pertaining to the employer and production methods of the employer or to use them in such a way that could be prejudicial to the employer. Obligations concerning trade secrets can be included by the employer in the employee’s employment agreement. In addition, employers typically implement policies for the management and protection of trade secrets which employees must comply with. 

Italy does not specifically recognise the existence of obligations between joint venturers with respect to trade secrets.

In Italy, industrial espionage is a crime that may fall under Articles 621 (disclosure of the content of secret documents), Article 622 (disclosure of secret information known because of one’s profession) and/or Article 623 (disclosure of scientific or trade secrets) of the PC.

Article 623 of the PC specifically deals with the disclosure of trade secrets.

It is crucial to adopt adequate protective measures to be in a position to prove that certain information is a trade secret. The types of measures vary on a case-by-case basis. These measures are usually:

• legal (eg, trade secrets policies, nondisclosure agreements);
• technical (especially related to IT management); and
• organisational (eg, restricted areas for specific documents and limited access to relevant information).

It is also crucial for companies to be able to provide evidence of trade secret misappropriation in court. Therefore, in the managing of trade secrets it is advisable to: 

• carry out a thorough assessment of the existing trade secrets and policies/measures in place;
• identify steps to be taken to strengthen protection and create a documented protection strategy; and
• implement improvements and monitor the implementation of the policy.

The CIP or the CC do not provide specific rules or steps to take when an employee leaves a company. Thus, the exit process is usually defined on a case-by-case basis: it typically includes interviews where employees are reminded of their confidentiality obligations. Normally, departing employees are required to hand over electronic devices assigned by companies, such as laptops, tablets and smartphones, where evidence of trade secret misappropriation can be found though a forensic analysis.

Article 98 of the CIP provides that trade secrets include business information and technical-industrial experience. These are protected against any person, including employees, if such information is secret, has economic value and is subject to measures reasonably adequate to keep it secret. On the other hand, after the end of the employment relationship, the employee is free to use information which has become part of their general skills and knowledge, but they shall not use copies of documents of the previous employer and confidential information belonging to the previous employer in their new place of employment. 

Employers’ best practices include:

• dedicated training (at least for employees involved in R&D activities or job functions involving trade secrets and confidential information) on trade secrets and employee’s obligations towards the employer;
• IT control measures (eg, prohibition on saving files from a USB device on the new employer’s devices); and
• the signing of declarations whereby the new employee declares that they will not make use of trade secrets belonging to their previous employer in their new employment.

Further, companies should exercise caution when hiring employees from competitors with specialised expertise, as they may face lawsuits not only for trade secret misappropriation, but also for unlawful solicitation of employees.

Before filing a civil lawsuit, trade secret owners should first gather all the relevant information and evidence useful to prove that the information can be qualified as a “trade secret” and that the company adopted adequate protective measures. This is why cases for misappropriation of trade secrets typically commence with an application for an ex-parte search order to collect evidence of the infringement. Once evidence of the trade secret misappropriation is found, the trade secret owner can decide whether to proceed with an interim injunction or with proceedings on the merits.

Under Article 99 (1-quarter) of the CIP, the limitation period for a trade secret misappropriation claim is five years from the date of the misappropriation. If the claim is based on a breach of contract (ie, a breach of a confidentiality clause) the limitation period is 10 years.

The steps to be taken depend on the type of civil action chosen. There are two different types of actions against misappropriation of trade secrets:

• urgent proceedings (used to obtain a search order and/or an interim injunction): the application shall contain a brief description of the facts and the grounds of urgency, along with the claims, which generally include a request (even ex parte) for inspection of the premises of the defendant to find evidence of the trade secrets misappropriation, and an interim injunction against any use of the trade secrets misappropriated; and
• ordinary proceedings on the merits: the trade secret infringement suit commences once the claimant serves the writ of summons to the defendant.

Trade secret misappropriation cases are litigated before specialised IP courts. Article 120 of the CIP sets out the criteria to establish jurisdiction over trade secret disputes. The owner of the trade secrets may commence legal action against the alleged infringer:

• before the court at the place of residence or domicile of the defendant (or one of the defendants);
• before the court at the place of residence or domicile of the plaintiff, if the defendant is a foreign entity;
• before the Court of Rome if neither party has residence or domicile in Italy; or
• before the court at the place where the infringement took place (ie, where the misappropriation took place, or where the defendant advertises, promotes or markets the product or service resulting from trade secret misappropriation).

The plaintiff can choose among these alternative criteria at their discretion.

If urgent proceedings for a search order are commenced, the plaintiff is required to meet a lower pleading standard. Specifically, the plaintiff must demonstrate:

• fumus boni iuris; ie, the likely existence of its trade secret rights and the fact that they have been infringed by the defendant(s); and
• periculum in mora; ie, danger in delay.

In contrast, if an ordinary case on the merits is brought, the plaintiff must provide evidence of:

• the existence of its trade secrets rights; and
• the misappropriation.

Article 129 of the CIP provides the trade secret owner with the ability to apply to the Court for:

• seizure;
• a search order; and
• seizure after the search order, of some or all of the evidence concerning the infringement.

To obtain seizure, which is an urgent measure, the plaintiff must prove the likely existence of its trade secret rights and the fact that they have been infringed by the defendant(s) (fumus boni iuris) and danger of delay (periculum in mora).

The IP Court will grant the seizure and/or search order ex parte if the plaintiff proves that knowledge by the other party could prejudice the successful execution of the order. In this case, the plaintiff may, accompanied by the bailiff, enter the opposing party’s premises to carry out the measures granted (eg, inspecting the relevant devices, documents, etc). The bailiff may also be assisted by one or more experts, typically with expertise in computer forensics.

The main mechanisms to obtain evidence are search orders and seizures (see 5.6 Seizure Mechanisms). 

During the proceedings, it is possible to request the court to order the defendants or third parties to exhibit specific documents that are relevant to the case (eg, accounting records). It is also possible to ask the court to summon witnesses to testify on specific facts that may be relevant to the case.

Further, both parties have the right to file expert opinions to support their claims during the interim proceedings and the proceedings on the merits. In the event of technical discussions between the parties regarding issues that require technical knowledge, the court, at the request of a party or autonomously, may appoint a technical expert to obtain a report on the matter in question.

In trade secret misappropriation cases, the plaintiff typically requires the adoption of measures to maintain secrecy of the trade secrets at issue. In this regard, under Article 121-ter of the CIP, introduced in the implementation of EUTSD in 2018, the Court might expressly prohibit the parties, legal counsel, party experts and witnesses from disclosing or using facts or information of which they become aware during the proceedings.

The order shall be granted by the judge at a party’s request (typically the plaintiff, but the defendant has the same right) and will remain effective even after the conclusion of the proceedings. The order will no longer be effective if:

• the judge determines in a final judgment that the information involved in the litigation does not qualify as “trade secrets” under Article 98 of the CIP; and/or
• the trade secrets become generally known to the public.

The court may also:

• restrict access to documents in the case file; and
• order the redaction of parts containing confidential information in the final decision.

These specific rules complement the general principle according to which parties and their legal counsels and technical experts may not disclose confidential information that they may come across due to their position or role.   

The primary defence for a defendant accused of misappropriation of trade secrets is that the requirements of Article 98 of the CIP have not been met with respect to the alleged trade secrets in the dispute. More specifically, effective defences may challenge:

• the requirement of secrecy, if there is no evidence that the alleged trade secrets of the other party were information not generally known or not easily available to experts and operators in the field; and
• the requirement of reasonably adequate protective measures, asserting that the trade secret owner has not adopted enough adequate measures to protect its secrecy.

In addition, the defendant could argue that they lawfully acquired the opposing party’s trade secrets, either through ordinary reverse engineering or without violating any contractual relationship between the parties. Finally, the defendant could assert that there was no acquisition of the other party’s trade secrets.

The notion of “dispositive motion” is not recognised in the Italian judiciary system. However, the urgent proceedings referred to in 5.3 Initiating a Lawsuit share some similarities to dispositive motions as it is a summary judgment, where prima facie evidence is sufficient to grant an order (for example, an ex-parte search order).

There is no standard cost for a trade secret misappropriation suit, since the cost depends on the type of proceedings initiated. However, the average costs for urgent proceedings generally range from EUR20,000 to EUR30,000 (plus disbursements, court fees and technical experts’ fees), while the average costs for proceedings on the merits range from EUR30,000 to EUR50,000 (plus disbursements, court fees and technical experts’ fees).

In Italy, a civil action for trade secret infringement is a bench trial. In Italy there are no jury trials for trade secret misappropriation.

Civil proceedings have recently been modified through the so-called “Riforma Cartabia”. 

In proceedings on the merits, trade secret infringement actions are initiated once the plaintiff serves the writ of summons on the defendant. The defendant may appear in the action by filing a statement of defence. With the statement of defence, the defendant can bring counterclaims and exceptions and may also seek to join third parties that are allegedly involved in the matter. From the service of the writ of summons to the date of the first hearing, at least 120 days must lapse if the defendant is located in Italy, and 150 days if they are located abroad. The defendant shall file their statement of defence at least 70 days before the first hearing. Within 15 days of the defendant’s filing, the designated judge shall verify the regularity of the proceedings (eg, that both parties were in a position to support their respective arguments) and confirm or postpone, up to a maximum of 45 days, the date of the first hearing indicated in the writ of summons.

Before the first hearing, the parties may file the following briefs:

• first brief: 40 days before the hearing, to clarify or amend the claims already proposed in light of the statement of defence;
• second brief: 20 days before the hearing, to indicate the means of evidence to be collected and file documentary evidence; and
• third brief: 10 days before the hearing, to reply to new objections and indicate contrary evidence. 

At the first hearing, the judge attempts to reach a settlement between the parties. If the settlement attempt fails, a hearing to discuss evidence shall be held within the next 90 days. When the judge deems the proceedings ready for a decision, they will schedule a hearing and assign the following deadlines to the parties:

• 60 days before the final hearing for filing the final statement of claims;
• 30 days before the final hearing for filing the final brief; and
• 15 days before the final hearing for filing of the reply brief.

If the judge deems that the proceedings shall be decided after a final oral argument hearing before the panel, they will assign the following deadlines to the parties:

• 30 days before the final oral argument hearing for the final statement of claims; and
• 15 days before the final oral argument hearing for closing notes.

Finally, the court issues a decision. Italian civil proceedings on the merits, which also entail the completion of the technical expertise phase, are likely to last two to three years.

In Italy, expert witnesses’ opinions are generally introduced during the technical expertise phase. This consists of technical experts’ opinions in writing. In almost all trade secret litigation cases, where the parties do not agree on a technical issue the judge will appoint a technical expert who is skilled in the specific field, to provide a technical opinion on the issues in question. During this phase, the parties are represented by technical experts, who ordinarily submit at least two technical briefs to the court-appointed expert. After examining these submissions, the court-appointed expert will issue a preliminary opinion. The party experts will have the opportunity to comment on the preliminary opinion. Once the court-appointed expert has collected the comments, they will issue a final opinion. Although not binding for the court, the findings in this final opinion often align with those in the final judgment.

In order for the plaintiff to obtain an interim injunction against the alleged infringer, it is crucial that they prove the existence of two conditions, the fumus boni iuris and the periculum in mora. The applicant needs to demonstrate fumus boni iuris; ie, the likelihood of the existence of their rights (ie, trade secrets rights) and the fact that they have been infringed by the other party, and periculum in mora; ie, danger in delay. If the court finds that both of these prerequisites are met, it will order a preliminary injunction, which, in trade secret misappropriation cases, might regard any future use of the information misappropriated, including the manufacture, marketing and sale of products obtained from the trade secrets misappropriated. The court may request the claimant to post a bond. Applicable legislation leaves it to the discretion of the court whether to require the posting of a bond as well as the amount thereof. The losing party may appeal the decision in the context of urgent proceedings.

To obtain compensation for damages, it is necessary to show that the claimant has been harmed by the misappropriation. According to Article 125 of the CIP, damages are calculated taking into account all relevant factors including the right-holder’s loss of profits, the infringer’s profits, and other circumstances such as, for example, any moral prejudice suffered by the right holder. The amount of damages awarded by the court as loss of profits shall not be lower than the royalties that the infringer would have paid if they had obtained a license from the trade secret owner. Nonetheless, as an alternative to compensation for loss of profit or when the amount exceeds the general compensation, the right’s owner may also request an account of the profits earned by the infringer as a result of the infringement. Currently, punitive damages are not available under Italian law.

The final judgment recognising a trade secret infringement will issue a permanent injunction against any future use of the information misappropriated, including the manufacture, marketing and sale of goods obtained from the trade secrets misappropriated, as well as order the withdrawal of such goods from the market. The permanent injunction or permanent withdrawal from the market may also be issued against any intermediary who is a party to the suit and whose services are used for the misappropriation of trade secrets. When issuing the injunction, the court can also set a penalty due for any violation subsequently found and for any delay occurred when enforcing the order. After the court’s judgment has become final (ie, if not appealed within the time limits imposed by law) there is no limitation on the duration of a permanent injunction. Under Article 124, paragraph 6-ter of the CIP, at the request of the defendant in trade secret proceedings, the court may order, as an alternative to the application of other measures (eg, injunction against the manufacture, trade and use of the objects infringing the trade secrets, order of withdrawal of said objects from the market) the payment of an indemnity, as long as all the following conditions are met:

• the requesting party, at the time of the use or disclosure, did not know, nor should have known, that the trade secrets had been obtained from a third party who was unlawfully using or disclosing them;
• the injunction would be unduly burdensome to the defendant; and
• the compensation appears to be adequate in relation to the injury suffered by the applicant.

Article 91 of the Italian Civil Procedure Code provides that the Court will order the losing party to reimburse the winning party for the costs of the proceedings and attorneys’ fees borne by the latter. However, in practice, the actual amount that is awarded to the winning party is often 1/3 or 2/3 of the costs that they actually incurred.

See 7.4 Attorneys’ Fees.

The first instance court decision can be appealed by both parties before the Court of Appeal. The appeal proceedings have recently been reformed with the so-called “Riforma Cartabia”. The appeal must be served within 6 months after the publication of the decision. However, if the winning party formally serves the decision on the losing party, the deadline is reduced to 30 days after such service. If the appeal is not immediately dismissed by the Court of Appeal, the appeal proceedings will commence. In the appeal proceedings:

• the parties will not be permitted to raise new claims or to collect new evidence; and
• if the defendant is based in Italy, the first hearing will not occur until at least 90 days after the writ of summons is served (extended to 150 days if the defendant is based abroad).

In interim proceedings, it is also possible to file an appeal (known as a “reclamo”) requesting a panel of three judges of the same court which issued the appealed decision to review the case. Pursuant to Article 669-terdecies of the Italian Civil Procedure Code, it is possible at the interim appeal stage to submit new evidence that can be assessed by the court. The decision of the court will remain in place until the conclusion of ordinary proceedings. Some orders, such as interim injunctions, do not require ordinary proceedings to be initiated. They will remain in effect as long as the losing party does not initiate ordinary proceedings to reform the interim decision.

For merits proceedings, both parties may appeal first-instance decisions and, where necessary, second-instance decisions, to the Supreme Court of Cassation in Rome. However, this court does not evaluate the facts of the case, but only the correct application of the law. Before the Court of Appeal, both parties can challenge any grounds of the decision by identifying the defects in the reconstruction of the facts and in the application of the law, as well as their relevance for the appealed decision. No new evidence can be brought before the court at the appeal phase. As to the final appeal before the Supreme Court of Cassation, Article 360 of the Italian Civil Procedure Code lists the grounds on which such appeal can be made. Appeal courts hear live arguments during the hearings, but decisions are mostly based on written briefs.

Under Article 623 of the PC, anyone who reveals or employs, for their own or others’ profit, trade secrets or information intended to remain secret, which they became aware of by reason of their position, office, profession or practice is punished by a term of up to two years in prison. This provision also punishes anyone who discloses or employs, for their own or others’ profit, trade secrets that they have unlawfully obtained. The penalties provided for by Article 623 of the PC are more severe if the offences are carried out using electronic devices. To file a criminal complaint before the relevant judicial authority, it is necessary to know the infringer’s identity. Should there be no certainty as to the infringer’s identity, it is possible to file a criminal complaint against “unknown persons”, through which the relevant judicial authority is also asked to proceed with the identification of the offenders based on the facts reported in the same complaint. As for the timing required for criminal proceedings to be initiated, it should be noted that the timeframe varies depending on the local judicial authority with jurisdiction over the case as well as on the number and complexities of the crimes allegedly committed. In the criminal complaint, it is possible to request that the public prosecutor grant the seizure of all the relevant devices and materials linked to the infringement.

Italian law does not require parties to engage in alternative dispute resolution (ADR) before initiating a trade secret misappropriation lawsuit. In Italy, it is always possible for the trade secret owner to commence mediation proceedings; ie, a procedure where a neutral mediator assists the parties to find an agreement and amicably settle the dispute, provided that the other party agrees. Mediation is rarely used for trade secret misuse cases. Another ADR remedy is arbitration, typical of contractual disputes where an arbitration clause is included in an agreement between the parties, where a panel resolves the dispute by issuing a binding decision. Typically, NDAs contain arbitral clauses, therefore some trade secret misappropriation cases are decided by arbitral panel courts.