Michigan
Michigan Trade Secret Laws: UTSA, Remedies & Deadlines
Michigan protects trade secrets under the Michigan Uniform Trade Secrets Act, Mich. Comp. Laws §§ 445.1901 to 445.1910, enacted in 1998. The statute follows the Uniform Trade Secrets Act model and sets a three-year limitations period from discovery of misappropriation. Both injunctive and monetary remedies are available, including up to double damages for willful conduct.
This guide is part of our Trade Secret Laws by State series.
Information last verified on 2026-06-25. This article presents general legal information, not legal advice. For a full overview of trade secret protections across the country, see Trade Secret Laws by State.
Does Michigan have a trade secret law?
Michigan enacted the Michigan Uniform Trade Secrets Act (MUTSA) in 1998, codified at Mich. Comp. Laws §§ 445.1901 to 445.1910. The statute closely follows the Uniform Law Commission's model act, providing a comprehensive framework for civil claims arising from the misappropriation of trade secrets. Michigan courts may consult UTSA commentary and decisions from other UTSA jurisdictions when interpreting the Michigan statute. The Act governs both the definition of protectable information and the full range of civil remedies available to trade secret owners. Criminal conduct involving trade secrets may also be pursued under the federal Economic Espionage Act, 18 U.S.C. §§ 1831-1832.
What counts as a trade secret in Michigan?
Section 445.1902 of the Michigan Compiled Laws defines a trade secret as information, including a formula, pattern, compilation, program, device, method, technique, or process, that satisfies two requirements.
First, the information must derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.
Second, the information must be the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Both conditions must be met. Information that may qualify includes customer and vendor lists, pricing strategies, proprietary software or algorithms, manufacturing specifications, and business or marketing plans, provided both prongs are satisfied. Misappropriation under § 445.1902 means acquisition of a trade secret by improper means (theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy) or disclosure or use of a trade secret without consent by a person who obtained it improperly or knew or had reason to know it was obtained improperly.
Reverse engineering and independent development are lawful under Michigan law. A person who legitimately discovers the same information through their own work has not committed misappropriation.
Remedies and the limitations period in Michigan
Section 445.1903 authorizes courts to issue injunctions to prevent actual or threatened misappropriation of a trade secret. An injunction may be conditioned on payment of a reasonable royalty when an absolute prohibition would be inequitable. Courts may also compel affirmative acts to protect a trade secret.
Section 445.1904 governs damages. A claimant may recover (a) actual loss caused by the misappropriation and the unjust enrichment not captured in the actual-loss figure, or (b) damages measured by a reasonable royalty for the period during which the misappropriation occurred. Courts may award exemplary damages in an amount not exceeding twice the compensatory damages when misappropriation is willful and malicious.
Section 445.1905 permits an award of attorney fees to the prevailing party when (a) a claim was made or a motion was brought in bad faith, or (b) willful and malicious misappropriation was established.
The limitations period under § 445.1907 is three years, measured from the date misappropriation was discovered or, by the exercise of reasonable diligence, should have been discovered.
How the federal Defend Trade Secrets Act applies in Michigan
The federal Defend Trade Secrets Act (DTSA), 18 U.S.C. §§ 1836-1839, has provided a federal civil remedy for trade secret misappropriation since May 11, 2016. Because the DTSA requires the trade secret to relate to a product or service used in, or intended for use in, interstate or foreign commerce, most Michigan business trade secrets qualify. Michigan claimants routinely plead both MUTSA and the DTSA in a single lawsuit.
Key DTSA provisions that supplement Michigan state law include:
- Ex parte seizure orders: Federal courts may order the immediate seizure of property to prevent the propagation or disclosure of a trade secret in extraordinary circumstances (18 U.S.C. § 1836(b)(2)).
- Whistleblower immunity: An individual who discloses a trade secret to a government official or attorney solely to report a suspected legal violation is immune from DTSA liability (18 U.S.C. § 1833(b)). Employers using confidentiality agreements must include notice of this immunity in any agreement signed or materially updated after May 11, 2016, or they forfeit eligibility for exemplary damages and attorney fees under the DTSA.
- No preemption: The DTSA does not preempt MUTSA or other state law (18 U.S.C. § 1838), so both claims may proceed simultaneously.
Protecting trade secrets in Michigan: practical steps
Reasonable secrecy measures are not a suggestion under MUTSA; they are a definitional element of trade-secret status. Courts assess whether protective efforts were proportionate to the value of the information and to the risk of disclosure. Common protective measures include:
- Written non-disclosure and confidentiality agreements with employees, contractors, and business partners, updated to include the DTSA whistleblower-immunity notice for agreements executed after May 11, 2016
- Role-based access controls and encryption requirements for digital files and systems
- Physical security for facilities and documents containing sensitive business information
- Consistent, visible marking of documents and files as confidential or proprietary
- Employee offboarding protocols covering device return, credential revocation, and written reminders of post-employment obligations
Michigan courts look at whether a company consistently treated information as confidential in practice. A company that labels materials as confidential but then shares them broadly internally or with outside parties without controls may find that protection undermined.
This article presents general legal information as of 2026-06-25 and is not legal advice. Laws change, and individual circumstances vary. Consult a lawyer licensed in Michigan for guidance on your specific situation.
Related articles
- Trade Secret Laws by State
- Massachusetts Trade Secret Laws
- Minnesota Trade Secret Laws
- Is AI-generated code copyright infringement?
Last updated: 2026-06-25.
Frequently Asked Questions
What qualifies as a trade secret under Michigan law?
Under Mich. Comp. Laws § 445.1902, information qualifies as a trade secret if it derives independent economic value from not being generally known or readily ascertainable by those who could benefit from it, and if the holder has taken reasonable efforts to maintain its secrecy. Both conditions are necessary; information that is widely shared or lacks commercial value from secrecy will not qualify.
How long do I have to sue for trade secret misappropriation in Michigan?
The Michigan Uniform Trade Secrets Act sets a three-year limitations period under § 445.1907, running from when misappropriation was discovered or should reasonably have been discovered. Claims filed after this window are typically dismissed as time-barred. Consulting a Michigan attorney promptly after discovering potential misappropriation helps preserve your options.
What damages can I recover in a Michigan trade secret case?
Michigan courts may award actual loss plus unjust enrichment, or a reasonable royalty measured over the period of misappropriation. When misappropriation is willful and malicious, exemplary damages up to twice the compensatory amount are available. Attorney fees may be awarded in bad-faith cases or where willful and malicious misappropriation is found.
Do confidentiality agreements replace trade secret law in Michigan?
No. NDAs and confidentiality clauses provide contractual protection that complements MUTSA rather than replacing it. A breach of an NDA may give rise to both a contract claim and a misappropriation claim under MUTSA, and the NDA also helps establish the reasonable-measures element of the trade-secret definition. Agreements executed after May 11, 2016, should include the DTSA whistleblower-immunity notice.
Can a Michigan trade secret owner pursue claims under both state and federal law?
Yes. The DTSA does not preempt Michigan law, so claimants may plead both MUTSA and DTSA claims simultaneously. The federal claim provides access to ex parte seizure orders in extraordinary situations and may be advantageous when misappropriation crosses state lines or involves interstate commerce. Three-year limitations periods apply under both frameworks.
Updates
Governing law re-checked for recent changes
Governing law re-checked for recent changes
The Law Behind This Article
This article rests on 8 statutory provisions held in our own legal record, each retrieved from the official source. Tap a section to read the operative text.
United States Code Title 18
§ 1831Economic espionageIn forcecited in 24 of our articles
Whoever, intending or knowing that the offense will benefit any foreign government, foreign instrumentality, or foreign agent, knowingly— steals, or without authorization appropriates, takes, carries away, or conceals, or by fraud, artifice, or deception obtains a trade secret; without authorization copies, duplicates, sketches, draws, photographs, downloads, uploads, alters, destroys, photocopies, replicates, transmits, delivers, sends, mails, communicates, or conveys a trade secret; receives, buys, or possesses a trade secret, knowing the same to have been stolen or appropriated, obtained, or converted without authorization; attempts to commit any offense described in any of paragraphs (1) through (3); or conspires with one or more other persons to commit any offense described in any of paragraphs (1) through (3), and one or more of such persons do any act to effect the object of the conspiracy, shall, except as provided in subsection (b), be fined not more than $5,000,000 or imprisoned not more than 15 years, or both.
Official text (excerpt) · as of 2026-07-28 · Read the full section at uscode.house.gov
Also relied on in: Arkansas Trade Secret Laws: UTSA, Remedies & Deadlines, California Trade Secret Laws: UTSA, Remedies & Deadlines, Colorado Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1833Exceptions to prohibitionsIn forcecited in 40 of our articles
This chapter does not prohibit or create a private right of action for— any otherwise lawful activity conducted by a governmental entity of the United States, a State, or a political subdivision of a State; or the disclosure of a trade secret in accordance with subsection (b). An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that— is made— in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual— files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
Official text (excerpt) · as of 2026-07-28 · Read the full section at uscode.house.gov
Also relied on in: Trade Secret Laws by State: UTSA & DTSA (2026), Alabama Trade Secret Laws: UTSA, Remedies & Deadlines, Alaska Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1836Civil proceedingsIn forcecited in 52 of our articles
The Attorney General may, in a civil action, obtain appropriate injunctive relief against any violation of this chapter. An owner of a trade secret that is misappropriated may bring a civil action under this subsection if the trade secret is related to a product or service used in, or intended for use in, interstate or foreign commerce. Based on an affidavit or verified complaint satisfying the requirements of this paragraph, the court may, upon ex parte application but only in extraordinary circumstances, issue an order providing for the seizure of property necessary to prevent the propagation or dissemination of the trade secret that is the subject of the action.
Official text (excerpt) · as of 2026-07-28 · Read the full section at uscode.house.gov
Also relied on in: Arizona Trade Secret Laws: UTSA, Remedies & Deadlines, Connecticut Trade Secret Laws: UTSA, Remedies & Deadlines, Delaware Trade Secret Laws: UTSA, Remedies & Deadlines
§ 1838Construction with other lawsIn forcecited in 52 of our articles
Except as provided in section 1833(b), this chapter shall not be construed to preempt or displace any other remedies, whether civil or criminal, provided by United States Federal, State, commonwealth, possession, or territory law for the misappropriation of a trade secret, or to affect the otherwise lawful disclosure of information by any Government employee under section 552 of title 5 (commonly known as the Freedom of Information Act).
Official text (excerpt) · as of 2026-07-28 · Read the full section at uscode.house.gov
Also relied on in: District of Columbia Trade Secret Laws: UTSA, Remedies & Deadlines, Florida Trade Secret Laws: UTSA, Remedies & Deadlines, Georgia Trade Secret Laws: UTSA, Remedies & Deadlines
Michigan Compiled Laws
§ 445.1901Short titleIn forcecited in 2 of our articles
This act shall be known and may be cited as the "uniform trade secrets act".
Official text (excerpt) · as of 2026-07-30 · Read the full section at legislature.mi.gov
§ 445.1902DefinitionsIn forcecited in 2 of our articles
As used in this act: (a) "Improper means" includes theft, bribery, misrepresentation, breach, or inducement of a breach of a duty to maintain secrecy or espionage through electronic or any other means. (b) "Misappropriation" means either of the following: (i) Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means. (ii) Disclosure or use of a trade secret of another without express or implied consent by a person who did 1 or more of the following: (A) Used improper means to acquire knowledge of the trade secret. (B) At the time of disclosure or use, knew or had reason to know that his or her knowledge of the trade secret was derived from or through a person who had utilized improper means to acquire it, acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use, or derived from or through a person who owed a duty to the person to maintain its secrecy or limit its use. (C) Before a material change of his or her position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.
Official text (excerpt) · as of 2026-07-30 · Read the full section at legislature.mi.gov
§ 445.1903Misappropriation; injunctionIn forcecited in 2 of our articles
(1) Actual or threatened misappropriation may be enjoined. Upon application to the court of competent jurisdiction, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation. (2) If a court determines that it would be unreasonable to prohibit future use of a trade secret, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time the use could have been prohibited. (3) In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order.
Official text (excerpt) · as of 2026-07-30 · Read the full section at legislature.mi.gov
§ 445.1907Statute of limitations; continuing misappropriation as single claimIn forcecited in 2 of our articles
An action for misappropriation must be brought within 3 years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.
Official text (excerpt) · as of 2026-07-30 · Read the full section at legislature.mi.gov
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Sources and References
- Michigan Uniform Trade Secrets Act, Mich. Comp. Laws §§ 445.1901 to 445.1910(legislature.mi.gov).gov
- Defend Trade Secrets Act, 18 U.S.C. §§ 1836-1839(law.cornell.edu)
- Uniform Trade Secrets Act (Uniform Law Commission)(uniformlaws.org)
- Economic Espionage Act, 18 U.S.C. §§ 1831-1832(law.cornell.edu)