Do you want to know a trade secret? How article 2B will make licensing trade secrets easier (but innovation more difficult)

Proposed U.C.C. Article 2B's coverage of trade secrets is welcome in many ways. Article 2B recognizes the special characteristics of intangibles, such as the difficulty of inspecting delivery, monitoring use, and effectively returning information. For trade secrets, which are state-law-based, nationally uniform licensing rules are especially desirable; they will surely lead to a reduction in the risk of disclosure. Article 2B does not, however, fully account for the differences between copyrights and trade secrets. For example, the remedies provisions do not treat losses created by disclosure; the formation provisions do not consider the impact of licensing on the patentability of the technologies licensed. Moreover, reducing the risk of disclosure could conflict in a fundamental way with national innovation policy, which is premised on information leakage. To the extent Article 2B stops secrets from reaching the domain of the public, it inhibits creative production. This Article is in two parts. The first examines how the specific provisions of Article 2B affect trade secrets. The second both analyzes the interaction between Article 2B, intellectual property law, and innovation policy and suggests ways to improve Article 2B.