Virginia
Virginia Trade Secret Laws: UTSA, Remedies & Deadlines
Virginia's trade secret statute, the Virginia Uniform Trade Secrets Act (VUTSA), is codified at Va. Code §§ 59.1-336 to 59.1-343. Enacted in 1986 and modeled on the Uniform Trade Secrets Act, the VUTSA protects confidential commercial information from misappropriation. Virginia extends the civil limitations period to five years from discovery, a notable departure from the three-year standard in most UTSA-adopting states.
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 Virginia. See also our full Trade Secret Laws by State series.
Does Virginia have a trade secret law?
Virginia enacted the Virginia Uniform Trade Secrets Act (VUTSA) in 1986, codified at Va. Code §§ 59.1-336 to 59.1-343. The VUTSA is modeled on the Uniform Trade Secrets Act and provides civil remedies for the misappropriation of trade secrets in Virginia. The Act preempts conflicting tort and contract claims that are based solely on the same underlying facts as a trade-secret claim (Va. Code § 59.1-341.1). Virginia courts follow UTSA definitions for what constitutes a trade secret and what constitutes misappropriation, which means precedent from other UTSA-adopting states may inform Virginia proceedings, though it is not binding. The most significant state-specific feature of Virginia's law is a five-year limitations period, longer than the three-year standard in most states and in the model UTSA itself.
What counts as a trade secret and misappropriation in Virginia?
Under Va. Code § 59.1-336, a trade secret is information, 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, and not being readily ascertainable by proper means by, other persons who can 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 satisfied. Reasonable measures may include written nondisclosure agreements, restricted physical or digital access, confidentiality policies in employee handbooks, and consistent marking of documents as proprietary. Virginia courts assess reasonableness based on the circumstances of the business and the nature of the information at issue.
Misappropriation under Va. Code § 59.1-336 means acquisition of a trade secret by improper means, or disclosure or use of a trade secret by a person who knew or had reason to know the secret was obtained through improper means or in breach of a duty to maintain its secrecy. Independent development and reverse engineering of a product that was lawfully acquired are not misappropriation under the VUTSA.
Remedies and the limitations period in Virginia
For a proven misappropriation claim, the VUTSA authorizes the following remedies:
- Injunctive relief to prevent actual or threatened misappropriation; in exceptional circumstances a court may condition relief on payment of a reasonable royalty rather than prohibiting use entirely (Va. Code § 59.1-337).
- Damages for actual loss caused by misappropriation plus unjust enrichment not captured in the actual-loss calculation; in the alternative, a reasonable royalty for the period of unauthorized use (Va. Code § 59.1-338).
- Exemplary damages up to twice the damages award if misappropriation was willful and malicious (Va. Code § 59.1-338(B)).
- Attorney fees for a claim or defense made in bad faith, or for willful and malicious misappropriation (Va. Code § 59.1-339).
The civil limitations period is five years from the date the misappropriation was discovered or, by the exercise of reasonable diligence, should have been discovered (Va. Code § 59.1-341). This is a deliberate departure from the three-year period in the model UTSA and most other adopting states. Even with the longer window, plaintiffs should not delay once suspicion arises; courts may consider whether evidence has been preserved and whether the delay was reasonable under the circumstances.
How the federal DTSA applies in Virginia
The federal Defend Trade Secrets Act of 2016, 18 U.S.C. §§ 1836-1839, creates a civil claim in federal court 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 Virginia's VUTSA (18 U.S.C. § 1838), and Virginia plaintiffs routinely plead both statutes to maximize available remedies and preserve forum flexibility.
Federal DTSA remedies include injunctions (subject to statutory limits protecting the right to lawful employment), damages or a reasonable royalty, exemplary damages up to twice the award for willful and malicious misappropriation, and attorney fees. An ex parte seizure remedy is available in extraordinary circumstances to prevent a defendant from destroying or disseminating a 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)), two years shorter than Virginia's five-year state period.
Any confidentiality agreement signed or updated after May 11, 2016 must contain a whistleblower-immunity notice as required by 18 U.S.C. § 1833(b)(3). Omitting 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 for the benefit of a foreign government or for economic advantage.
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 Virginia before taking any legal action.
Related articles
- Trade Secret Laws by State
- Vermont 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 Virginia law?
Under Va. Code § 59.1-336, 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 databases, software code, and business processes.
How long do I have to file a trade secret claim in Virginia?
Five years from the date the misappropriation was discovered or, with reasonable diligence, should have been discovered, under Va. Code § 59.1-341. This is longer than the three-year standard in the model UTSA and most other adopting states, giving Virginia plaintiffs additional time to investigate before filing.
What remedies are available under the Virginia Uniform 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 (Va. Code §§ 59.1-337 to 59.1-339).
What reasonable measures protect a trade secret in Virginia?
Virginia courts look at the totality of the circumstances. Common measures include signed nondisclosure agreements with employees and contractors, restricted physical and digital access to confidential materials, confidentiality policies in employee handbooks, and clearly marking sensitive documents as proprietary. A failure to take such steps may defeat a claim even if the underlying information had commercial value.
Can I bring both a Virginia state claim and a federal DTSA claim?
Yes. The DTSA expressly does not preempt state trade-secret law (18 U.S.C. § 1838). Virginia plaintiffs often plead both the VUTSA and the DTSA. Note that the DTSA carries a three-year limitations period while Virginia's VUTSA provides five years, so timing strategy may differ depending on when misappropriation was first discovered.
Sources and References
- Virginia Uniform Trade Secrets Act, Va. Code §§ 59.1-336 to 59.1-343(law.lis.virginia.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)