Vermont
Vermont Trade Secret Laws: UTSA, Remedies & Deadlines
Vermont's trade secret statute, the Vermont Trade Secrets Act (VTSA), is codified at 9 V.S.A. §§ 4601 to 4609. Enacted in 1995 and modeled on the Uniform Trade Secrets Act (UTSA), it protects confidential commercial information from misappropriation. Civil claims must be filed within three years of discovering, or reasonably discovering, the misappropriation.
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 guidance on your specific situation, consult a lawyer licensed in Vermont. See also our full Trade Secret Laws by State series.
Does Vermont have a trade secret law?
Vermont enacted the Vermont Trade Secrets Act (VTSA) in 1995, codified at 9 V.S.A. §§ 4601 to 4609. The VTSA closely follows the Uniform Trade Secrets Act promulgated by the Uniform Law Commission, placing Vermont within the broad majority of states that have adopted the UTSA framework. The Act governs civil claims for misappropriation of trade secrets and preempts most competing common-law or statutory tort claims that are based on the same underlying conduct (9 V.S.A. § 4609). Vermont businesses and individuals whose confidential commercial information is stolen or misused may bring a claim under the VTSA in Vermont state court or, where the secret relates to interstate or foreign commerce, in federal court under the federal Defend Trade Secrets Act.
What counts as a trade secret and misappropriation in Vermont?
Under 9 V.S.A. § 4601(3), a trade secret is information of any kind, including a formula, pattern, compilation, program, device, method, technique, or process, that satisfies two requirements:
- It derives independent economic value, actual or potential, from not being generally known to or readily ascertainable by others who could obtain economic value from its disclosure or use.
- It is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Both elements must be present. A business cannot rely on secrecy alone if it has not taken reasonable protective measures such as nondisclosure agreements, access controls, or clearly marked confidentiality policies. Courts evaluate reasonableness based on the nature of the information and the industry context.
Misappropriation under 9 V.S.A. § 4601(2) means acquisition of a trade secret by improper means, or disclosure or use of a trade secret without consent by a person who knew or had reason to know the information was a trade secret obtained through improper means or in breach of a duty of confidentiality. Reverse engineering a product obtained through lawful means and independent development are explicitly lawful and do not constitute misappropriation under Vermont law.
Remedies and the limitations period in Vermont
A plaintiff who proves misappropriation under the VTSA may seek the following remedies:
- Injunctive relief to stop actual or threatened misappropriation; in exceptional circumstances a court may permit continued use conditioned on a reasonable royalty (9 V.S.A. § 4603).
- Damages for actual loss caused by the misappropriation plus unjust enrichment not captured in the actual-loss calculation; in the alternative, a court may award a reasonable royalty for the period of unauthorized use (9 V.S.A. § 4604).
- Exemplary damages up to twice the damages award if misappropriation was willful and malicious (9 V.S.A. § 4604(b)).
- Attorney fees if the claim or a motion to terminate an injunction was brought in bad faith, or if willful and malicious misappropriation is shown (9 V.S.A. § 4605).
The limitations period is three years from the date the misappropriation was discovered or, through the exercise of reasonable diligence, should have been discovered (9 V.S.A. § 4608). This matches the standard UTSA period. Courts apply the discovery rule broadly, so a claimant who has sufficient facts to suspect misappropriation should act promptly rather than wait for certainty.
How the federal DTSA applies in Vermont
The federal Defend Trade Secrets Act of 2016, 18 U.S.C. §§ 1836-1839, creates a federal civil claim for misappropriation of any trade secret related to a product or service used in, or intended for use in, interstate or foreign commerce. The DTSA does not preempt Vermont's VTSA (18 U.S.C. § 1838); plaintiffs routinely plead both statutes to maximize remedies and preserve forum flexibility.
Federal DTSA remedies parallel the VTSA: injunctions (subject to statutory limits on restraining lawful employment), damages including unjust enrichment or a reasonable royalty, exemplary damages up to twice the award for willful and malicious misappropriation, and attorney fees. The DTSA also provides an ex parte seizure remedy for emergency situations where a defendant might destroy or disseminate the stolen secret before notice can be given (18 U.S.C. § 1836(b)(2)). The federal limitations period is three years from discovery (18 U.S.C. § 1836(d)), the same as Vermont's state period.
Employers must include a whistleblower-immunity notice in any confidentiality agreement signed or updated after May 11, 2016 (18 U.S.C. § 1833(b)(3)). Failure to include that notice forfeits the right to seek exemplary damages and attorney fees under the DTSA for claims arising under that agreement. Federal criminal liability may also arise under the Economic Espionage Act, 18 U.S.C. §§ 1831-1832, for intentional theft of trade secrets.
This article presents general legal information only, not legal advice, as of 2026-06-25. Trade secret law involves fact-intensive analysis specific to each situation. Consult a lawyer licensed in Vermont before taking any legal action.
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- Trade Secret Laws by State
- Virginia Trade Secret Laws
- Washington Trade Secret Laws
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Last updated: 2026-06-25.
Frequently Asked Questions
What qualifies as a trade secret under Vermont law?
Under 9 V.S.A. § 4601(3), information qualifies as a trade secret if it has independent economic value from not being generally known or readily ascertainable and is protected by reasonable secrecy measures. Common examples include proprietary formulas, customer lists, software code, and business processes.
How long do I have to file a trade secret claim in Vermont?
Three years from the date the misappropriation was discovered, or from the date it should have been discovered with reasonable diligence, under 9 V.S.A. § 4608. This matches the standard UTSA limitations period. Waiting too long after suspicion arises may bar the claim.
What remedies are available under the Vermont Trade Secrets Act?
Courts may award injunctive relief, actual damages plus unjust enrichment or a reasonable royalty, exemplary damages up to twice the award for willful and malicious misappropriation, and attorney fees for bad-faith or willful and malicious conduct (9 V.S.A. §§ 4603 to 4605).
Do NDAs and confidentiality policies help protect trade secrets in Vermont?
Yes. Reasonable secrecy measures are a required element of the trade-secret definition under 9 V.S.A. § 4601(3). Written nondisclosure agreements, employee training, access controls, and clear marking of confidential materials all support a trade-secret claim. Without such steps, courts may find the information was not legally protectable.
Can I bring both a Vermont state claim and a federal DTSA claim?
Yes. The DTSA does not preempt Vermont's VTSA (18 U.S.C. § 1838). Plaintiffs frequently plead both statutes to access all available remedies and to choose between state and federal court. Both claims carry a three-year limitations period running from the date of discovery.
Sources and References
- Vermont Trade Secrets Act, 9 V.S.A. §§ 4601 to 4609(legislature.vermont.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)