Organized: The Business Law Breakdown

PTS 3A: Risk, Uncertainty, and the Trade Secret Paradox

In this opening lecture of Module 3, Professor Seth C. Oranburg explores the hidden uncertainty at the heart of trade secret law. Using economist Frank Knight’s classic distinction between risk and uncertainty, the episode reveals why “reasonable efforts to maintain secrecy” demand judgment as much as data.
Listeners will examine four sources of uncertainty—legal, technological, entrepreneurial, and human—and learn how each shapes trade secret strategy. The lecture culminates in the trade secret paradox: you can’t prove misappropriation without proving you had a trade secret, yet you can’t prove you had a trade secret without having protected it first.
By the end, you’ll see why effective trade secret management requires not just compliance, but strategic discipline—balancing analytics with foresight to build protection that will stand the test of hindsight.

PTS 3B: Mapping Risk — How to Know What’s Worth Protecting

Protecting all your information might cost more than its worth. How do businesses decide what secrets to vigorously keep? To answer this question, you have to know the value of what's vulnerable. In this lecture, Professor Seth C. Oranburg shows how to turn uncertainty into measurable risk using three analytical tools: vulnerability audits, risk matrices, and the 5W1H framework.
Through cases like United States v. Jin and Airfacts v. Amezaga, listeners learn how these methods expose weak points between policy and practice—and why disciplined analysis matters as much as legal compliance. By the end, you’ll see that effective protection starts not with locks or NDAs, but with insight: knowing what could go wrong, when, and why.

PTS 3C: Valuing Trade Secrets — Why Worth Depends on Who Holds It

In this lecture, Professor Seth C. Oranburg unpacks one of the most elusive questions in intellectual property: what is a trade secret actually worth? Moving beyond formulas, he introduces three valuation frameworks—cost to develop, revenue advantage, and licensing comparables—and shows why each captures a different dimension of value.
Listeners learn how courts apply these methods in damages and licensing disputes, why proportionality links value to reasonable efforts, and how context—who holds the secret, when, and under what conditions—determines its true worth. The episode closes by connecting valuation to strategy: under uncertainty, defensible judgment matters more than precision.

PTS 4A: Contracts That (Reasonably) Protect Secrets — Drafting Enforceable Agreements

In this first lecture of Module 4, Professor Seth C. Oranburg moves from theory to practice—showing how trade secret protection begins with contracts that actually work. Drawing on real cases such as nClosures v. Block & Co. and Great Hill Equity Partners v. SIG Growth Fund, he explains why many employee NDAs fail in court and what separates enforceable agreements from empty paperwork.
Listeners learn how to draft confidentiality clauses that withstand scrutiny: offering proper consideration, defining scope and duration with precision, incorporating DTSA whistleblower-immunity language, and coordinating NDAs with non-compete and non-solicitation provisions. By the end, you’ll see that the goal isn’t maximal restriction—it’s credible, proportionate protection that courts respect and organizations can defend.

PTS 4B: The Joiner-Mover-Leaver Protocol

Trade secret protection isn’t a static policy—it’s an ongoing operational process. In this episode, Professor Seth C. Oranburg introduces the Joiner-Mover-Leaver Protocol, a practical framework for managing confidentiality risk across the employee lifecycle. You’ll learn how to design structured procedures for onboarding new hires, updating access and obligations during internal transitions, and safeguarding information when employees depart. Through real-world examples—including United States v. Jin and Bimbo Bakeries USA v. Botticella—this lecture shows how disciplined documentation, access control, and training transform “reasonable efforts” from theory into courtroom evidence.

PTS 4C: Culture of Secrecy — Training, Enforcement, and the Human Side of Compliance

Policies don’t protect trade secrets—people do. In this final lecture of Module 4, Professor Seth C. Oranburg examines how training, culture, and enforcement transform written policies into real protection. Drawing on cases from Data General Corp. v. Digital Computer Controls to Allstate v. Fougere, the episode shows how courts evaluate whether companies lived their confidentiality commitments through ongoing education, consistent discipline, and leadership modeling.
Listeners will learn how to design credible training programs, document participation, align incentives, and enforce rules without exception. The lesson: trade secret protection is not a compliance checkbox—it’s a cultural discipline that must be taught, modeled, and enforced every day.

PTS 5A: Crossing the Boundary — Third-Party NDAs and the Paradox of Necessary Disclosure

You can’t do business without sharing secrets—but sharing creates risk. In this first lecture of Module 5, Professor Seth C. Oranburg explains how third-party non-disclosure agreements (NDAs) govern relationships with vendors, partners, customers, and investors—and why they differ fundamentally from employee confidentiality agreements.
Through cases such as Auto Channel v. Speedvision and C3.ai v. Cummins, the episode reveals how courts assess structure, scope, and enforcement to decide whether a company truly protected its information. Listeners learn to spot fatal weaknesses—like residual-knowledge clauses—and to draft NDAs that align legal, technical, and operational safeguards. The takeaway: external disclosure is inevitable, but vulnerability is optional.

PTS 5B: Vendors, Supply Chains, and Cybersecurity — Managing Distributed Risk

When your trade secrets live in vendor systems, your protection depends on their discipline. In this lecture, Professor Seth C. Oranburg examines how to manage risk across the supply chain through structured due diligence, vendor classification tiers, and enforceable cybersecurity standards. Drawing on cases such as GlobeRanger v. Software AG USA and 7EDU Impact Academy v. Ya You, this episode explains how courts evaluate “reasonable efforts” when information flows through third parties. Learn how to vet vendors, audit security, respond to breaches, and prevent cross-contamination when suppliers also serve competitors.

PTS 5C: Staged Disclosure — Protecting Trade Secrets in M&A and Venture Capital Due Diligence

In this final lecture of Module 5, Professor Seth C. Oranburg examines the highest-stakes form of external disclosure: mergers, acquisitions, and venture capital due diligence. When companies seek investment or acquisition, they must reveal their most valuable trade secrets to potential buyers, investors, or strategic acquirers—often including competitors. This episode explains how to manage that paradox through staged disclosure: a structured process that aligns transparency with commitment and protects secrets even if the deal collapses.
Professor Oranburg walks through the five phases of disclosure—from teasers to data rooms—and the operational and legal safeguards that make them work. Listeners will learn how to use virtual data rooms, clean team protocols, standstill and no-shop clauses, breakup fees, and return-and-destruction obligations to control risk before, during, and after the transaction. The lecture concludes with post-deal integration strategies and lessons from key cases like Pivotal Software v. Tibco Software and Auto Channel v. Speedvision Network.
The result is a comprehensive framework for sharing information in high-value deals without forfeiting protection—a disciplined balance between transparency and control at the intersection of law, business, and trust.

PTS 6A: Misappropriation — The Legal Threshold for Trade Secret Enforcement

In this first lecture of Module 6, Professor Seth C. Oranburg shifts from prevention to enforcement—where trade secret law leaves policy guidance and enters the courtroom. This episode defines misappropriation under the Uniform Trade Secrets Act (UTSA) and the Defend Trade Secrets Act (DTSA), exploring how their parallel frameworks shape jurisdiction, remedies, and litigation strategy.
Through cases including E.I. du Pont de Nemours v. Christopher, 3M v. Pribyl, and MicroStrategy v. Business Objects, listeners learn to distinguish improper acquisition, use, and disclosure, and to recognize complete defenses such as reverse engineering, independent discovery, and lack of reasonable efforts. The lesson: trade secret law punishes wrongdoing—not competition—and its power depends on disciplined protection long before a dispute reaches court.