Part of the public policy rationale that underpins trade secret law is "the maintenance of standards of commercial ethics" (see Kewanee Oil Co. v. Bicron Corp.(USSC 1974)). In other words, the interest is in providing protection from unfair competition. The UTSA defines misappropriation as follows:
The UTSA defines "improper means" as including: bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. This definition loosely defines "improper means" because a more rigorous taxonomy would be too broad to be of any practical value. However, notes from section of 757 of the Restatement (Second) of Torts provide some insight by attempting to illustrate what is considered to be "proper."
It should be noted that improper conduct does not necessarily imply illegal conduct. It may include otherwise lawful conduct which is improper under the circumstances; e.g., an airplane overflight used as aerial reconnaissance to determine the competitor's plant layout during construction of the plant. E. I. du Pont de Nemours & Co., Inc. v. Christopher (5th Cir. 1970).
The theft of trade secrets in the form of economic espionage is big business. Some estimates place that annual loss north of 250 billion annually. A majority of the Fortune 500 are on record as having been victimized, and this number obviously excludes those reticent to make such admissions publicly. In the fast paced innovative business environment of the Web, what an organization knows is valuable. Online businesses of all sizes have trade secrets that are worth protecting, from the niche retail Realtor to Amazon.com.