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's civil limitations period is three years from discovery, matching the standard UTSA baseline used in most 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). 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. Virginia's civil limitations period is three years from discovery, consistent with the model UTSA and most other adopting states.
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, or $350,000, whichever amount is less, 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 § 59.1-338.1).
The civil limitations period is three years from the date the misappropriation was discovered or, by the exercise of reasonable diligence, should have been discovered (Va. Code § 59.1-340). This matches the three-year period in the model UTSA and most other adopting states. 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)), matching Virginia's three-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
- Is AI-generated code copyright infringement?
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?
Three years from the date the misappropriation was discovered or, with reasonable diligence, should have been discovered, under Va. Code § 59.1-340. This matches the three-year standard in the model UTSA and most other adopting states.
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. Both the DTSA and the VUTSA carry a three-year limitations period, though the accrual analysis can still differ between the state and federal claims depending on when misappropriation was first discovered.
Updates
Governing law re-checked for recent changes
Governing law re-checked for recent changes
The Law Behind This Article
This article rests on 9 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
§ 1832Theft of trade secretsIn forcecited in 28 of our articles
Whoever, with intent to convert a trade secret, that is related to a product or service used in or intended for use in interstate or foreign commerce, to the economic benefit of anyone other than the owner thereof, and intending or knowing that the offense will, injure any owner of that trade secret, knowingly— steals, or without authorization appropriates, takes, carries away, or conceals, or by fraud, artifice, or deception obtains such information; without authorization copies, duplicates, sketches, draws, photographs, downloads, uploads, alters, destroys, photocopies, replicates, transmits, delivers, sends, mails, communicates, or conveys such information; receives, buys, or possesses such information, knowing the same to have been stolen or appropriated, obtained, or converted without authorization; attempts to commit any offense described in paragraphs (1) through (3); or conspires with one or more other persons to commit any offense described in 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 under this title or imprisoned not more than 10 years, or both.
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
§ 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: Arizona Trade Secret Laws: UTSA, Remedies & Deadlines, Arkansas Trade Secret Laws: UTSA, Remedies & Deadlines, California 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: Colorado 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
Code of Virginia, Title 59.1: Trade and Commerce
§ 59.1-336Short title and definitionsIn force
As used in this chapter, which may be cited as the Uniform Trade Secrets Act, unless the context requires otherwise: "Improper means" includes theft, bribery, misrepresentation, use of a computer or computer network without authority, breach of a duty or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. "Misappropriation" means: 1. 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; or 2. Disclosure or use of a trade secret of another without express or implied consent by a person who a. Used improper means to acquire knowledge of the trade secret; or b. At the time of disclosure or use, knew or had reason to know that his knowledge of the trade secret was (1) Derived from or through a person who had utilized improper means to acquire it; (2) Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; (3) Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or (4) Acquired by accident or mistake.
Official text (excerpt) · as of 2026-07-29 · Read the full section at law.lis.virginia.gov
§ 59.1-337Injunctive reliefIn force
A. Actual or threatened misappropriation may be enjoined. Upon application to the court, 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. B. In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time for which use could have been prohibited. Exceptional circumstances include, but are not limited to, a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation that renders a prohibitive injunction inequitable. C. In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order.
Official text (excerpt) · as of 2026-07-29 · Read the full section at law.lis.virginia.gov
§ 59.1-338DamagesIn force
A. Except where the user of a misappropriated trade secret has made a material and prejudicial change in his position prior to having either knowledge or reason to know of the misappropriation and the court determines that a monetary recovery would be inequitable, a complainant is entitled to recover damages for misappropriation. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. If a complainant is unable to prove a greater amount of damages by other methods of measurement, the damages caused by misappropriation can be measured exclusively by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret. B. If willful and malicious misappropriation exists, the court may award punitive damages in an amount not exceeding twice any award made under subsection A of this section, or $350,000 whichever amount is less.
Official text (excerpt) · as of 2026-07-29 · Read the full section at law.lis.virginia.gov
§ 59.1-339Preservation of secrecyIn force
In an action under this chapter, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include: 1. Granting protective orders in connection with discovery proceedings; 2. Holding in-camera hearings; 3. Sealing the records of the action; and 4. Ordering any person involved in the litigation not to disclose an alleged trade secret without prior court approval.
Official text (excerpt) · as of 2026-07-29 · Read the full section at law.lis.virginia.gov
§ 59.1-341Effect on other lawIn force
A. Except as provided in subsection B of this section, this chapter displaces conflicting tort, restitutionary, and other law of this Commonwealth providing civil remedies for misappropriation of a trade secret. B. This chapter does not affect: 1. Contractual remedies whether or not based upon misappropriation of a trade secret; or 2. Other civil remedies that are not based upon misappropriation of a trade secret; or 3. Criminal remedies, whether or not based upon misappropriation of a trade secret.
Official text (excerpt) · as of 2026-07-29 · Read the full section at law.lis.virginia.gov
Search our full record of US law — 1.79 million sections, every state + federal →
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)