I 
(Legislativ e acts) 
DIRECTIVES 
DIRECTIVE (EU) 2016/943 OF THE EUR OPEAN PARLIAMENT AND OF THE COUNC IL 
of 8 June 2016 
on the protection of undisclosed kno w-how and business information (trade secrets) against their 
unlawf ul acquisition, use and disclosure 
(Text with EEA relevance) 
THE EUR OPEAN PARLIAMENT AND THE COUNCIL OF THE EUR OPEAN UNION, 
Having regar d to the Treaty on the Functioning of the European Union, and in particular Article 114 thereof, 
Having regar d to the proposal from the European Commission, 
After transmission of the draf t legislative act to the national parliaments, 
Having regar d to the opinion of the European Economic and Social Committ ee (1), 
Acting in accordance with the ordinar y legislative procedure (2), 
Whereas: 
(1)  Businesses and non-commercial research institutions invest in acquir ing, developing and applying kno w-ho w and 
information which is the currency of the kno wledge econom y and provides a competiti ve advantag e. This 
investment in generating and applying intellectual capital is a determining factor as regards their competitiveness 
and inno vation-relat ed perf ormance in the mark et and theref ore their retur ns on investment, whic h is the 
underlying motivation for business researc h and development. Businesses have recourse to differ ent means to 
appropr iate the results of their inno vation-relat ed activities when openness does not allow for the full 
exploitation of their inve stment in research and inno vation. Use of intellectual proper ty rights, such as patents, 
design rights or copyright, is one such means. Another means of appropr iating the results of inno vation is to 
prot ect access to, and exploit, kno wledge that is valuable to the entity and not widely kno wn. Such valuable 
kno w-ho w and business information, that is undisclosed and intended to remain conf idential, is refer red to as a 
trade secret. 
(2)  Businesses, irrespective of their size, value trade secrets as much as patents and other forms of intellectual 
proper ty right. They use confidentiality as a business competitiveness and research inno vation management tool, 
and in relation to a diverse rang e of information that extends beyond technological kno wledge to commercial 
data such as information on customer s and suppliers, business plans, and mark et research and strategies. Small 
and medium-sized enterprises (SMEs) value and rely on trade secrets even more. By prot ecting such a wide range 15.6.2016 L 157/1 Official Jour nal of the European Union EN     
(1)OJ C 226, 16.7.2014, p. 48. 
(2)Position of the European Parliament of 14 Apr il 2016 (not yet published in the Offi cial Jour nal) and decision of the Council of 27 May 
2016. of kno w-ho w and business information, whether as a complement or as an alternati ve to intellectual proper ty 
rights, trade secrets allow creat ors and inno vators to derive profit from their creation or inno vation and, 
theref ore, are particularly important for business compe titiveness as well as for researc h and development, and 
inno vation-relat ed perf ormance. 
(3)  Open inno vation is a catalyst for new ideas which meet the needs of consumers and tackle societal challenge s, 
and allows those ideas to find their way to the mark et. Such inno vation is an impor tant lever for the creation of 
new kno wledge, and under pins the emerg ence of new and inno vative business models based on the use of co- 
creat ed kno wledge. Collaborative researc h, including cross-border cooperation, is particularly impor tant in 
increasing the levels of business research and development within the internal mark et. The dissemination of 
kno wledge and information should be considered as being essential for the purpose of ensur ing dynamic, positive 
and equal business development oppor tunities, in particular for SMEs. In an internal mark et in which barriers to 
cross-border collaboration are minimised and cooperation is not distor ted, intellectual creation and inno vation 
should encourag e investment in inno vative processes, services and products. Such an environment conducive to 
intellect ual creation and inno vation, and in whic h emplo yment mobility is not hindered, is also impor tant for 
emp loyment growth and for impro ving the competitiveness of the Union econom y. Trade secrets have an 
important role in prote cting the exchange of kno wledge between businesses, including in particular SMEs, and 
research institutions both within and across the borders of the intern al mark et, in the context of research and 
development, and inno vation. Trade secrets are one of the most commonly used forms of prote ction of 
intellect ual creation and inno vative kno w-ho w by businesses, yet at the same time they are the least prot ected by 
the existing Union legal framewor k against their unla wful acquisition, use or disclosure by other parties. 
(4)  Inno vative businesses are increasing ly exposed to dishonest practices aimed at misappropr iating trade secrets, 
such as thef t, unauthor ised copying, economic espionage or the breach of confidentiality requirements, whether 
from within or from outside of the Union. Recent developments, such as globalisation, increased outsourcing, 
long er supply chains, and the increased use of information and communication technology contr ibut e to 
increasing the risk of those practices. The unlawful acquisition, use or disclosure of a trade secret compr omises 
legitimate trade secret holders' ability to obtain first-mo ver retur ns from their inno vation-related efforts. Without 
effective and compar able lega l means for protecting trade secrets across the Union, incentives to engag e in 
inno vation-relat ed cross-border activity within the intern al mark et are under mined, and trade secrets are unable 
to fulfil their poten tial as drivers of economic growth and jobs. Thus, inno vation and creativity are discouraged 
and investment diminishes, thereby affecting the smooth functioning of the intern al market and under mining its 
growth-enhancing poten tial. 
(5)  International efforts made in the framew ork of the World Trade Organisation to address this problem led to the 
conclusion of the Agreement on Trade-related Aspects of Intellectual Proper ty Rights (the TRIPS Agreement). The 
TRIPS Agreement contains, inter alia, provisions on the prot ection of trade secrets against their unlawful 
acquisition, use or disclosure by third parties, whic h are common internati onal standards. All Member States, as 
well as the Union itself, are bound by this Agreement which was appro ved by Council Decision 94/800/EC (1). 
(6)  Notwithstanding the TRIPS Agreement, there are imp ortant differences in the Member State s' legislation as 
regar ds the prote ction of trade secrets against their unlawful acquisition, use or disclosure by other persons. For 
examp le, not all Member States have adopt ed national definitions of a trade secret or the unlawful acquisition, 
use or disclosure of a trade secret, theref ore kno wledge on the scope of prote ction is not readily accessible and 
that scope diffe rs across the Member State s. Further more, there is no consiste ncy as regar ds the civil law remedies 
available in the event of unlawful acquisition, use or disclosure of trade secrets, as cease and desist orders are not 
alwa ys available in all Member State s against third parties who are not competit ors of the legitimate trade secret 
holder . Divergences also exist across the Member States with respect to the treatment of a third party who has 
acquired the trade secret in good faith but subsequently learns, at the time of use, that the acquisition derived 
from a previous unlawful acquisition by another party. 
(7)  National rules also differ as to whether legitimate trade secret holders are allowed to seek the destr uction of 
goods produced by third parties who use trade secrets unlawfull y, or the retur n or destr uction of any documents, 15.6.2016 L 157/2 Official Jour nal of the European Union EN     
(1)Council Decision 94/800/EC of 22 December 1994 concer ning the conclusion on behalf of the European Community , as regar ds 
matt ers within its compet ence, of the agreements reached in the Uruguay Round multilater al negotiations (1986-1994) (OJ L 336, 
23.12.1994, p. 1). files or mater ials containing or embodying the unlawfull y acquired or used trade secret. Further more, applicable 
national rules on the calculation of damages do not alwa ys take account of the intangible nature of trade secrets, 
whic h makes it difficult to demonstrate the actual prof its lost or the unjust enrichment of the infringer where no 
mark et value can be established for the information in question. Only a few Member States allow for the 
application of abstract rules on the calculation of damages based on the reasonable royalty or fee whic h could 
have been due had a licence for the use of the trade secret existed. Additionally , man y national rules do not 
provide for appropr iate protection of the confidentiality of a trade secret where the trade secret holder introduces 
a claim for allege d unlawful acquisition, use or disclosure of the trade secret by a third party, thereb y reducing 
the attractiveness of the existing measures and remedies and weakeni ng the protection offered. 
(8)  The differ ences in the lega l prote ction of trade secrets provided for by the Member States imply that trade secrets 
do not enjo y an equivalent level of protection throughout the Union, thus leading to fragmentation of the 
internal mark et in this area and a weake ning of the overall deterrent effect of the relevant rules. The intern al 
mark et is affect ed in so far as such diffe rences lower the incentives for businesses to under take inno vation-relat ed 
cross-border economic activity , including research cooperation or production cooperation with partners, 
outsourcing or investment in other Member States, whic h depends on the use of information that enjo ys 
prot ection as trade secrets. Cross-border netw ork researc h and development, as well as inno vation-relat ed 
activities, including relat ed production and subsequent cross-border trade, are rendered less attractive and more 
difficult within the Union, thus also resulting in Union-wide inno vation-relat ed ineffi ciencies. 
(9)  In addition, there is a higher risk for businesses in Member State s with compar atively lower levels of prot ection, 
due to the fact that trade secrets may be stolen or other wise unlawfully acquired more easily . This leads to 
inefficient allocation of capital to growth-enhancing inno vation within the intern al mark et because of the higher 
expenditure on protective measures to compen sate for the insuffi cient legal protection in some Member States. It 
also favour s the activity of unfai r competit ors who, subsequent to the unlawful acquisition of trade secrets, could 
spread goods resulting from such acquisition across the internal mark et. Differences in legislative regimes also 
facilitate the importation of goods from third countr ies into the Union through entr y points with weake r 
prot ection, when the design, production or marketing of those goods rely on stolen or other wise unlawfull y 
acquired trade secrets. On the whole, such differences hinder the proper functioning of the intern al market. 
(10)  It is appropr iate to provide for rules at Union level to appro ximate the laws of the Member States so as to ensure 
that there is a sufficient and consiste nt level of civil redress in the internal market in the event of unlawful 
acquisition, use or disclosure of a trade secret. Those rules should be without prejudice to the possibility for 
Member States of providing for more far-reachin g protect ion against the unla wful acquisition, use or disclosure of 
trade secrets, as long as the safeg uards explicitly provided for in this Directive for prot ecting the inter ests of other 
parties are respected. 
(11)  This Directive should not affect the application of Union or national rules that require the disclosure of 
information, including trade secrets, to the public or to public author ities. Nor should it affect the application of 
rules that allow public author ities to collect information for the performa nce of their duties, or rules that allow 
or require any subsequent disclosure by those public author ities of relevant information to the public. Such rules 
include, in particular , rules on the disclosure by the Union's institutions and bodies or national public author ities 
of business-related information they hold pursuant to Regulation (EC) No 1049/2001 of the European Parliament 
and of the Council (1), Regulation (EC) No 1367/2006 of the European Parliament and of the Council (2) and 
Directive 2003/4/EC of the European Parliament and of the Council (3), or pursuant to other rules on public 
access to documents or on the transparency oblig ations of national public author ities. 
(12)  This Directive should not affect the right of social partners to enter into collective agreements, where provided 
for under labour law, as regards any obligation not to disclose a trade secret or to limit its use, and the 15.6.2016 L 157/3 Official Jour nal of the European Union EN     
(1)Regulation (EC) No 1049/2001 of the European Parliament and of the Council of 30 May 2001 regarding public access to European 
Parliament, Council and Commission documents (OJ L 145, 31.5.2001, p. 43). 
(2)Regulation (EC) No 1367/2006 of the European Parliament and of the Council of 6 Sept ember 2006 on the application of the provisions 
of the Aarhus Convention on Access to Information, Public Participation in Decision-making and Access to Justice in Environment al 
Matter s to Community institutions and bodies (OJ L 264, 25.9.2006, p. 13). 
(3)Directive 2003/4/EC of the European Parliament and of the Council of 28 Januar y 2003 on public access to envi ronmental information 
and repealing Council Directive 90/313/EEC (OJ L 41, 14.2.2003, p. 26). consequences of a breac h of such an oblig ation by the party subject to it. This should be on the condition that 
any such collective agreement does not restr ict the excep tions laid down in this Directive when an application for 
measures, procedures or remedies provided for in this Directive for alleg ed acquisition, use or disclosure of a 
trade secret is to be dismissed. 
(13)  This Directive should not be underst ood as restr icting the freedom of establishment, the free movement of 
workers or the mobility of work ers as provided for in Union law. Nor is it intended to affect the possibility of 
concluding non-competition agreements between emplo yers and emplo yees, in accordance with applicable law. 
(14)  It is important to establish a homog enous definition of a trade secret without restr icting the subject matte r to be 
prot ected against misappropr iation. Such definition should theref ore be constr ucte d so as to cover kno w-ho w, 
business information and technological information where there is both a legitimate interest in keeping them 
confidential and a legitimate expectation that such conf identiality will be preser ved. Further more, such kno w- 
how or information should have a commercial value, whether actual or potential. Such kno w-ho w or 
information should be considered to have a commercial value, for example, where its unlawful acquisition, use or 
disclosure is likely to harm the interests of the person lawfully controlling it, in that it under mines that person's 
scientific and technical poten tial, business or financial interests, strateg ic positions or ability to compet e. The 
definition of trade secret excludes trivial information and the exper ience and skills gained by emplo yees in the 
normal course of their employment, and also excl udes information which is generally known among, or is 
readily accessible to, persons within the circles that normally deal with the kind of information in question. 
(15)  It is also impor tant to identify the circumstances in which legal protection of trade secrets is justif ied. For this 
reason, it is necessar y to establish the conduct and practices which are to be regarded as unlawful acquisition, use 
or disclosure of a trade secret. 
(16)  In the interest of inno vation and to foste r compe tition, the provisions of this Directive should not creat e any 
excl usive right to kno w-ho w or information prot ected as trade secrets. Thus, the independent disco very of the 
same kno w-ho w or information should remain possible. Reverse engineer ing of a lawfully acquired product 
should be considered as a lawful means of acquir ing information, excep t when other wise contractually agreed. 
The freedom to enter into such contractual arrangements can, however , be limite d by law. 
(17)  In some industr y sector s, where creators and inno vators cannot benefit from excl usive rights and where 
inno vation has traditionally relied upon trade secrets, products can nowada ys be easily reverse-engineered once in 
the mark et. In such cases, those creat ors and inno vators can be victims of practices such as parasitic copying or 
slavish imitations that free-r ide on their reputation and inno vation efforts. Some national laws dealing with unfai r 
competiti on address those practices. While this Directive does not aim to reform or harmonise the law on unfai r 
competiti on in general, it would be appropr iate that the Commission carefully examine the need for Union action 
in that area. 
(18)  Further more, the acquisition, use or disclosure of trade secrets, whenever imposed or permitted by law, should be 
treated as lawful for the purposes of this Directive. This concer ns, in particular , the acquisition and disclosure of 
trade secrets in the context of the exer cise of the rights of workers' representatives to information, consultation 
and participation in accordance with Union law and national laws and practices, and the collective defe nce of the 
inter ests of workers and emplo yers, including co-deter mination, as well as the acquisition or disclosure of a trade 
secret in the cont ext of statutor y audits performe d in accordance with Union or national law. However , such 
treatment of the acquisition of a trade secret as lawful should be without prejudice to any oblig ation of conf iden ­
tiality as rega rds the trade secret or any limitation as to its use that Union or national law impos es on the 
recipient or acquirer of the information. In particular , this Directive should not release public author ities from 
the conf identiality obligations to which they are subject in respect of information passed on by trade secret 
holders, irrespective of whether those oblig ations are laid down in Union or national law. Such confidentiality 
oblig ations include, inter alia, the oblig ations in respect of information forwarded to contracting author ities in 
the context of procurement procedures, as laid down, for example, in Directive 2014/23/EU of the European 15.6.2016 L 157/4 Official Jour nal of the European Union EN     Parliament and of the Council (1), Directive 2014/24/EU of the European Parliament and of the Council (2) and 
Directive 2014/25/EU of the European Parliament and of the Council (3). 
(19)  While this Directive provides for measures and remedies whic h can consist of preventing the disclosure of 
information in order to prote ct the confidentiality of trade secrets, it is essential that the exercise of the right to 
freedom of expression and information which encom passes media freedom and pluralism, as reflected in 
Article 11 of the Char ter of Fundamental Rights of the European Union (‘the Char ter’), not be restr icted, in 
particular with rega rd to investig ative jour nalism and the protection of jour nalistic sources. 
(20)  The measures, procedures and remedies provided for in this Directive should not restr ict whistleblo wing activity . 
Theref ore, the protect ion of trade secrets should not extend to cases in whic h disclosure of a trade secret serves 
the public interest, insof ar as directly relevant misconduct, wrongdoing or illegal activity is revealed. This should 
not be seen as preventing the compet ent judicial author ities from allowing an excep tion to the application of 
measures, procedures and remedies in a case where the respondent had ever y reason to believe in good faith that 
his or her conduct satisfied the appropr iate criteria set out in this Directive. 
(21)  In line with the principle of propor tionality , measures, procedures and remedies intended to protect trade secrets 
should be tailored to meet the objective of a smooth-functioning intern al mark et for researc h and inno vation, in 
particular by deterring the unlawful acquisition, use and disclosure of a trade secret. Such tailor ing of measures, 
procedures and remedies should not jeopardise or under mine fundamental rights and freedoms or the public 
inter est, such as public safety , consumer prote ction, public health and environmental protection, and should be 
without prejudice to the mobility of workers. In this respect, the measures, procedures and remedies provided for 
in this Directive are aimed at ensur ing that compet ent judicial author ities take into account factors such as the 
value of a trade secret, the seriousness of the conduct resulting in the unla wful acquisition, use or disclosure of 
the trade secret and the impact of such conduct. It should also be ensured that the compe tent judicial author ities 
have the discretion to weigh up the interests of the parties to the legal proceedings, as well as the interests of 
third parties including, where appropr iate, consumers. 
(22)  The smooth-functioning of the intern al mark et would be under mined if the measures, procedures and remedies 
provided for were used to pursue illegitimate intents incompati ble with the objectives of this Directive. Theref ore, 
it is important to emp ower judicial author ities to adopt appropr iate measures with regar d to applicants who act 
abusively or in bad faith and submit manifest ly unfounded applications with, for example, the aim of unfai rly 
dela ying or restr icting the respondent's access to the mark et or other wise intimidating or harassing the 
respondent. 
(23)  In the inter est of lega l certainty , and consider ing that legitimate trade secret holders are expected to exer cise a 
duty of care as regards the preser vation of the conf identiality of their valuable trade secrets and the monit oring 
of their use, it is appropr iate to restr ict substantive claims or the possibility of initiating actions for the 
prot ection of trade secrets to a limite d period. National law should also specify , in a clear and unambiguous 
manner , from when that period is to begin to run and under what circumstances that period is to be interr upted 
or suspended. 
(24)  The prospect of losing the conf identiality of a trade secret in the course of legal proceedings often deters 
legitimate trade secret holders from instituting lega l proceedings to defe nd their trade secrets, thus jeopardising 
the effectiveness of the measures, procedures and remedies provided for. For this reason, it is necessar y to 
establish, subject to appropr iate safeg uards ensur ing the right to an effective remedy and to a fair trial, specifi c 
requirements aimed at prot ecting the confidentiality of the litigated trade secret in the course of lega l proceedings 
instituted for its defence. Such prote ction should remain in force after the legal proceedings have ended and for 
as long as the information constituting the trade secret is not in the public domain. 15.6.2016 L 157/5 Official Jour nal of the European Union EN     
(1)Directive 2014/23/EU of the European Parliament and of the Council of 26 Febr uary 2014 on the award of concession contracts 
(OJ L 94, 28.3.2014, p. 1). 
(2)Directive 2014/24/EU of the European Parliament and of the Council of 26 Febr uary 2014 on public procurement and repealing 
Directive 2004/18/EC (OJ L 94, 28.3.2014, p. 65). 
(3)Directive 2014/25/EU of the European Parliament and of the Council of 26 Febr uary 2014 on procurement by entities operating in the 
water, energy , transpor t and postal services secto rs and repealing Directive 2004/17/EC (OJ L 94, 28.3.2014, p. 243). (25)  Such requirements should include, as a minimum, the possibility of restr icting the circle of persons entitled to 
have access to evidence or hear ings, bear ing in mind that all such persons should be subject to the conf identiality 
requirements set out in this Directive, and of publishing only the non-confidential elements of judicial decisions. 
In this context, consider ing that assessing the nature of the information which is the subject of a dispute is one 
of the main purposes of legal proceedings, it is particularly important to ensure both the effective protection of 
the conf identiality of trade secrets and respect for the right of the parties to those proceedings to an effective 
remedy and to a fair trial. The restr icted circle of persons should theref ore consist of at least one natural person 
from each of the parties as well as the respective lawye rs of the parties and, where applicable, other represen ­
tatives appropr iately qualified in accordance with national law in order to defend, represent or serve the inter ests 
of a party in legal proceedings covered by this Directive, who should all have full access to such evidence or 
hear ings. In the event that one of the parties is a legal person, that party should be able to propose a natural 
person or natural persons who ought to form part of that circle of persons so as to ensure proper representation 
of that legal person, subject to appropr iate judicial control to prevent the objective of the restr iction of access to 
evidence and hear ings from being under mined. Such safeg uards should not be underst ood as requir ing the parties 
to be represent ed by a lawy er or another representative in the course of legal proceedings where such represen ­
tation is not required by national law. Nor should they be understood as restr icting the compet ence of the cour ts 
to decide, in conf ormity with the applicable rules and practices of the Member State concer ned, whether and to 
what extent relevant cour t officials should also have full access to evidence and hear ings for the exercise of their 
duties. 
(26)  The unlawful acquisition, use or disclosure of a trade secret by a third party could have devastating effects on the 
legitimate trade secret holder , as once publicly disclosed, it would be impossible for that holder to rever t to the 
situation prior to the loss of the trade secret. As a result, it is essential to provide for fast, effective and accessible 
provisional measures for the immediate termination of the unlawful acquisition, use or disclosure of a trade 
secret, including where it is used for the provision of services. It is essential that such relief be available without 
having to await a decision on the mer its of the case, while having due respect for the right of defence and the 
principle of propor tionality , and having regard to the characteri stics of the case. In certain instances, it should be 
possible to permit the alleged infringer, subject to the lodging of one or more guarant ees, to continue to use the 
trade secret, in particular where there is little risk that it will enter the public domain. It should also be possible 
to require guarant ees of a level suffi cient to cover the costs and the injur y caused to the respondent by an 
unjustified application, particularly where any dela y would cause irreparable harm to the legitimate trade secret 
holder . 
(27)  For the same reasons, it is also important to provide for definitive measures to prevent unla wful use or disclosure 
of a trade secret, including where it is used for the provision of services. For such measures to be effective and 
propor tionate, their duration, when circumstances require a limitation in time, should be suffi cient to eliminate 
any commercial advantage whic h the third party could have derived from the unlawful acquisition, use or 
disclosure of the trade secret. In any event, no measure of this type should be enforceable if the information 
originally covered by the trade secret is in the public domain for reasons that cannot be attribut ed to the 
respondent. 
(28)  It is possible that a trade secret could be used unlawfull y to design, produce or market goods, or compo nents 
thereof, which could be spread across the intern al market, thus affecting the commercial interests of the trade 
secret holder and the functioning of the intern al market. In such cases, and when the trade secret in question has 
a signif icant impact on the quality , value or price of the goods resulting from that unla wful use or on reducing 
the cost of, facilitating or speeding up their production or mark eting processes, it is important to empo wer 
judicial author ities to order effective and appropr iate measures with a view to ensur ing that those goods are not 
put on the mark et or are withdrawn from it. Consider ing the global nature of trade, it is also necessar y that such 
measures include the prohibition of the impor tation of those goods into the Union or their storag e for the 
purposes of offer ing or placing them on the mark et. Having regar d to the principle of propor tionality , corrective 
measures should not necessar ily entail the destr uction of the goods if other viable options are present, such as 
depr iving the good of its infringing quality or the disposal of the goods outside the market, for example, by 
means of donations to charitable organisations. 
(29)  A person could have originally acquired a trade secret in good faith, but only become awar e at a later stage, 
including upon notice served by the original trade secret holder , that that person's kno wledge of the trade secret 
in question derived from sources using or disclosing the relevant trade secret in an unlawful manner . In order to 
avoid, under those circumstances, the corrective measures or injunctions provided for causing dispropor tionate 
harm to that person, Member State s should provide for the possibility , in appropr iate cases, of pecuniar y 
compen sation being award ed to the injured party as an altern ative measure. Such compen sation should not, 15.6.2016 L 157/6 Official Jour nal of the European Union EN     however , exceed the amount of royalties or fees which would have been due had that person obtained author is­
ation to use the trade secret in question, for the period of time for whic h use of the trade secret could have been 
prevente d by the original trade secret holder . Never theless, where the unlawful use of the trade secret would 
constitut e an infringement of law other than that provided for in this Directive or would be likely to harm 
consumers, such unlawful use should not be allowed. 
(30)  In order to avoid a person who knowing ly, or with reasonable grounds for kno wing, unla wfully acquires, uses or 
discloses a trade secret being able to benefi t from such conduct, and to ensure that the injured trade secret 
holder , to the extent possible, is placed in the position in whic h he, she or it would have been had that conduct 
not taken place, it is necessar y to provide for adequate compensation for the prejudice suffered as a result of that 
unlawful conduct. The amount of damages awar ded to the injured trade secret holder should take account of all 
appropr iate factors, such as loss of earnings incur red by the trade secret holder or unfai r prof its made by the 
infringe r and, where appropr iate, any moral prejudice caused to the trade secret holder . As an altern ative, for 
examp le where, consider ing the intangible nature of trade secrets, it would be difficult to deter mine the amount 
of the actual prejudice suffe red, the amount of the damages might be derived from elements such as the royalties 
or fees whic h would have been due had the infringer request ed author isation to use the trade secret in question. 
The aim of that alternative method is not to introduce an oblig ation to provide for punitive damages, but to 
ensure compen sation based on an objective criterion while taking account of the expenses incur red by the trade 
secret holder , such as the costs of identification and researc h. This Directive should not prevent Member States 
from providing in their national law that the liability for damages of emplo yees is restr icted in cases where they 
have acte d without intent. 
(31)  As a supplementar y deter rent to future infringe rs and to contr ibute to the awar eness of the public at large, it is 
useful to publicise decisions, including, where appropr iate, through prominent adver tising, in cases concer ning 
the unlawful acquisition, use or disclosure of trade secrets, on the condition that such publication does not result 
in the disclosure of the trade secret or dispropor tionally affect the privacy and reputation of a natural person. 
(32)  The effectiveness of the measures, procedures and remedies available to trade secret holders could be under mined 
in the event of non-com pliance with the relevant decisions adop ted by the compet ent judicial author ities. For this 
reason, it is necessar y to ensure that those author ities enjo y the appropr iate powers of sanction. 
(33)  In order to facilitat e the unif orm application of the measures, procedures and remedies provided for in this 
Directive, it is appropr iate to provide for syste ms of cooperation and the exchange of information as between 
Member States on the one hand, and between the Member State s and the Commission on the other , in particular 
by creating a netw ork of correspondents designat ed by Member States. In addition, in order to review whether 
those measures fulfil their intended objective, the Commission, assiste d, as appropr iate, by the European Union 
Intellectual Proper ty Office, should examine the application of this Directive and the effectiveness of the national 
measures taken. 
(34)  This Directive respects the fundamental rights and obser ves the principles recognised in particular by the Char ter, 
notably the right to respect for private and family life, the right to prot ection of personal data, the freedom of 
expression and information, the freedom to choose an occupation and right to enga ge in work, the freedom to 
conduct a business, the right to proper ty, the right to good administration, and in particular the access to files, 
while respecting business secrecy , the right to an effective remedy and to a fair trial and the right of defence. 
(35)  It is important that the rights to respect for private and family life and to protection of personal data of any 
person whose personal data may be processed by the trade secret holder when taking steps to protect a trade 
secret, or of any person involved in legal proceedings concer ning the unlawful acquisition, use or disclosure of 
trade secrets under this Directive, and whose personal data are processed, be respected. Directive 95/46/EC of the 
European Parliament and of the Council (1) governs the processing of personal data carried out in the Member 
States in the cont ext of this Directive and under the super vision of the Member State s' compet ent author ities, in 
particular the public independent author ities designate d by the Member States. Thus, this Directive should not 
affect the rights and oblig ations laid down in Directive 95/46/EC, in particular the rights of the data subject to 15.6.2016 L 157/7 Official Jour nal of the European Union EN     
(1)Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to 
the processing of personal data and on the free movement of such data (OJ L 281, 23.11.1995, p. 31). access his or her personal data being processed and to obtain the rectification, erasure or block ing of the data 
where it is incomplet e or inaccurate and, where appropr iate, the oblig ation to process sensitive data in 
accordance with Article 8(5) of Directive 95/46/EC. 
(36)  Since the objective of this Directive, namely to achieve a smooth-functioning internal mark et by means of the 
establishment of a sufficient and comparable level of redress across the internal mark et in the event of the 
unlawful acquisition, use or disclosure of a trade secret, cannot be suffi ciently achieved by Member States but can 
rather , by reason of its scale and effects, be better achi eved at Union level, the Union may adopt measures in 
accordance with the principle of subsidiar ity as set out in Article 5 of the Treaty on European Union. In 
accordance with the principle of propor tionality , as set out in that Article, this Directive does not go beyond 
what is necessar y in order to achieve that objective. 
(37)  This Directive does not aim to establish harmonised rules for judicial cooperation, jurisdiction, the recognition 
and enforcement of judgments in civil and commercial matte rs, or deal with applicable law. Other Union 
instr uments which govern such matters in general term s should, in principle, remain equally applicable to the 
field covered by this Directive. 
(38)  This Directive should not affect the application of compet ition law rules, in particular Articles 101 and 102 of 
the Treaty on the Functioning of the European Union (‘TFEU’). The measures, procedures and remedies provided 
for in this Directive should not be used to restr ict unduly competition in a manner contrar y to the TFEU. 
(39)  This Directive should not affect the application of any other relevant law in other areas, including intellectua l 
proper ty rights and the law of contract. However , where the scope of application of Directive 2004/48/EC of the 
European Parliament and of the Council (1) and the scope of this Directive overlap, this Directive takes 
precedence as lex specialis. 
(40)  The European Data Protection Super visor was consulted in accordance with Article 28(2) of Regulation (EC) 
No 45/2001 of the European Parliament and of the Council (2) and delivered an opinion on 12 March 2014, 
HAVE ADOPTED THIS DIRECTIVE: 
CHAPTER I 
Subject matter and scope 
Article 1 
Subject matter and scope 
1. This Directive lays down rules on the protection against the unlawful acquisition, use and disclosure of trade 
secrets. 
Member State s may, in compliance with the provisions of the TFEU, provide for more far-reac hing prote ction against the 
unlawful acquisition, use or disclosure of trade secrets than that required by this Directive, provided that compl iance 
with Articles 3, 5, 6, Article 7(1), Article 8, the second subparagraph of Article 9(1), Article 9(3) and (4), Article 10(2), 
Articles 11, 13 and Article 15(3) is ensured. 15.6.2016 L 157/8 Official Jour nal of the European Union EN     
(1)Directive 2004/48/EC of the European Parliament and of the Council of 29 Apr il 2004 on the enforcement of intellectu al proper ty 
rights (OJ L 157, 30.4.2004, p. 45). 
(2)Regulation (EC) No 45/2001 of the European Parliament and of the Council of 18 December 2000 on the protection of individuals with 
regar d to the processing of personal data by the Community institutions and bodies and on the free movement of such data (OJ L 8, 
12.1.2001, p. 1). 2. This Directive shall not affect: 
(a)  the exer cise of the right to freedom of expression and information as set out in the Char ter, including respect for the 
freedom and pluralism of the media; 
(b)  the application of Union or national rules requir ing trade secret holders to disclose, for reasons of public interest, 
information, including trade secrets, to the public or to administrative or judicial author ities for the performa nce of 
the duties of those author ities; 
(c)  the application of Union or national rules requir ing or allowing Union institutions and bodies or national public 
author ities to disclose information submitted by businesses which those institutions, bodies or author ities hold 
pursuant to, and in compliance with, the oblig ations and prerogatives set out in Union or national law; 
(d)  the autonom y of social partners and their right to enter into collective agreements, in accordance with Union law 
and national laws and practices. 
3. Nothing in this Directive shall be understood to offer any ground for restr icting the mobility of employees. In 
particular , in relation to the exer cise of such mobility , this Directive shall not offer any ground for: 
(a)  limiting emplo yees' use of information that does not constitut e a trade secret as defined in point (1) of Article 2; 
(b)  limiting emplo yees' use of exper ience and skills honestly acquired in the normal course of their emplo yment ; 
(c)  imp osing any additional restr ictions on emplo yees in their emplo yment contracts other than restr ictions imposed in 
accordance with Union or national law. 
Article 2 
Def initions 
For the purposes of this Directive, the following definitions apply:  
(1) ‘trade secret ’ means information which meets all of the following requirements: 
(a)  it is secret in the sense that it is not, as a body or in the precise conf iguration and assembly of its compo nents, 
generally kno wn among or readily accessible to persons within the circles that normally deal with the kind of 
information in question; 
(b)  it has commercial value because it is secret ; 
(c)  it has been subject to reasonable steps under the circumstances, by the person lawfully in control of the 
information, to keep it secret ;  
(2) ‘trade secret holder ’ means any natural or legal person lawfully controlling a trade secret ;  
(3) ‘infr inge r’ means any natural or legal person who has unlawfull y acquired, used or disclosed a trade secret ;  
(4) ‘infr inging goods’ means goods, the design, characteri stics, functioning, production process or mark eting of which 
signif icantly benefits from trade secrets unlawfully acquired, used or disclosed. 15.6.2016 L 157/9 Official Jour nal of the European Union EN     CHAPTER II 
Acquisition, use and disclosur e of trade secr ets 
Article 3 
Lawful acquisition, use and disclosure of trade secrets 
1. The acquisition of a trade secret shall be considered lawful when the trade secret is obtained by any of the 
following means: 
(a)  independent disco very or creation; 
(b)  obser vation, study , disassembly or testing of a product or object that has been made available to the public or that is 
lawfully in the possession of the acquirer of the information who is free from any legally valid duty to limit the 
acquisition of the trade secret ; 
(c)  exer cise of the right of workers or work ers' representatives to information and consultation in accordance with 
Union law and national laws and practices; 
(d)  any other practice which , under the circumstances, is in conf ormity with honest commercial practices. 
2. The acquisition, use or disclosure of a trade secret shall be considered lawful to the exte nt that such acquisition, 
use or disclosure is required or allowed by Union or national law. 
Article 4 
Unla wful acquisition, use and disclosure of trade secrets 
1. Member State s shall ensure that trade secret holders are entitled to apply for the measures, procedures and 
remedies provided for in this Directive in order to prevent, or obtain redress for, the unlawful acquisition, use or 
disclosure of their trade secret. 
2. The acquisition of a trade secret without the consent of the trade secret holder shall be considered unlawful, 
whenever carried out by: 
(a)  unauthor ised access to, appropr iation of, or copying of any documents, objects, mate rials, substances or electronic 
files, lawfully under the control of the trade secret holder , containing the trade secret or from which the trade secret 
can be deduced; 
(b)  any other conduct which , under the circumstances, is considered contrar y to honest commercial practices. 
3. The use or disclosure of a trade secret shall be considered unlawful whenever carried out, without the consent of 
the trade secret holder , by a person who is found to meet any of the following conditions: 
(a)  having acquired the trade secret unla wfully ; 
(b)  being in breach of a confidentiality agreement or any other duty not to disclose the trade secret ; 
(c)  being in breach of a contractual or any other duty to limit the use of the trade secret. 
4. The acquisition, use or disclosure of a trade secret shall also be considered unla wful whenever a person, at the time 
of the acquisition, use or disclosure, knew or ought, under the circumstances, to have known that the trade secret had 
been obtained directly or indirectly from another person who was using or disclosing the trade secret unlawfully within 
the meaning of paragraph 3. 15.6.2016 L 157/10 Official Jour nal of the European Union EN     5. The production, offering or placing on the mark et of infringing goods, or the importation, expor t or stora ge of 
infringing goods for those purposes, shall also be considered an unla wful use of a trade secret where the person carrying 
out such activities knew , or ought, under the circumstances, to have known that the trade secret was used unlawfull y 
within the meaning of paragraph 3. 
Article 5 
Exceptions 
Member States shall ensure that an application for the measures, procedures and remedies provided for in this Directive 
is dismissed where the alleg ed acquisition, use or disclosure of the trade secret was carried out in any of the following 
cases: 
(a)  for exercising the right to freedom of expression and information as set out in the Char ter, including respect for the 
freedom and pluralism of the media; 
(b)  for revealing misconduct, wrongdoing or illegal activity , provided that the respondent acted for the purpose of 
protect ing the general public inter est; 
(c)  disclosure by workers to their representatives as part of the legitimate exer cise by those representatives of their 
functions in accordance with Union or national law, provided that such disclosure was necessar y for that exer cise; 
(d)  for the purpose of protecting a legitimate inter est recognised by Union or national law. 
CHAPTER III 
Measur es, procedur es and remedies 
Section 1 
General pro visions 
Article 6 
General obligation 
1. Member States shall provide for the measures, procedures and remedies necessar y to ensure the availability of civil 
redress against the unla wful acquisition, use and disclosure of trade secrets. 
2. The measures, procedures and remedies refer red to in paragraph 1 shall: 
(a)  be fair and equitable; 
(b)  not be unnecessar ily compl icated or costly , or entail unreasonable time-limits or unwar ranted dela ys; and 
(c)  be effective and dissuasive. 
Article 7 
Propor tionality and abuse of process 
1. The measures, procedures and remedies provided for in this Directive shall be applied in a manner that: 
(a)  is propor tionate ; 
(b)  avoids the creation of barriers to legitimate trade in the internal mark et; and 
(c)  provides for safeguards against their abuse. 15.6.2016 L 157/11 Official Jour nal of the European Union EN     2. Member States shall ensure that compet ent judicial author ities may, upon the request of the respondent, apply 
appropr iate measures as provided for in national law, where an application concer ning the unlawful acquisition, use or 
disclosure of a trade secret is manifestly unfounded and the applicant is found to have initiated the legal proceedings 
abusively or in bad faith. Such measures may, as appropr iate, include award ing damages to the respondent, imposing 
sanctions on the applicant or order ing the dissemination of information concer ning a decision as refer red to in 
Article 15. 
Member States may provide that measures as refer red to in the first subparagraph are dealt with in separate legal 
proceedings. 
Article 8 
Limitation period 
1. Member States shall, in accordance with this Article, lay down rules on the limitation periods applicable to 
substantive claims and actions for the application of the measures, procedures and remedies provided for in this 
Directive. 
The rules referred to in the first subparagraph shall deter mine when the limitation period begins to run, the duration of 
the limitation period and the circumstances under which the limitation period is interr upted or suspended. 
2. The duration of the limitation period shall not exceed 6 years. 
Article 9 
Preser vation of conf identiality of trade secrets in the course of legal proceedings 
1. Member States shall ensure that the parties, their lawyers or other representatives, cour t offici als, witnesses, exper ts 
and any other person participating in legal proceedings relating to the unla wful acquisition, use or disclosure of a trade 
secret, or who has access to documents whic h form part of those legal proceedings, are not permitted to use or disclose 
any trade secret or alleg ed trade secret whic h the compe tent judicial author ities have, in response to a duly reasoned 
application by an interested party, identif ied as conf idential and of whic h they have become aware as a result of such 
participation or access. In that regard, Member States may also allow compet ent judicial author ities to act on their own 
initiative. 
The oblig ation refer red to in the first subparagraph shall remain in force after the legal proceedings have ended. 
However , such oblig ation shall cease to exist in any of the following circumstances: 
(a)  where the alleg ed trade secret is found, by a final decision, not to meet the requirements set out in point (1) of 
Article 2; or 
(b)  where over time, the information in question becomes generally kno wn among or readily accessible to persons 
within the circles that normally deal with that kind of information. 
2. Member States shall also ensure that the compet ent judicial author ities may, on a duly reasoned application by a 
party, take specifi c measures necessar y to preser ve the conf identiality of any trade secret or alleged trade secret used or 
referred to in the course of legal proceedings relating to the unlawful acquisition, use or disclosure of a trade secret. 
Member States may also allow compet ent judicial author ities to take such measures on their own initiative. 
The measures referred to in the first subparagraph shall at least include the possibility: 
(a)  of restr icting access to any document containing trade secrets or alleg ed trade secrets submitte d by the parties or 
third parties, in whole or in part, to a limited number of persons; 15.6.2016 L 157/12 Official Jour nal of the European Union EN     (b)  of restr icting access to hear ings, when trade secrets or allege d trade secrets may be disclosed, and the corresponding 
record or transcr ipt of those hear ings to a limite d number of persons; 
(c)  of making available to any person other than those compris ed in the limite d number of persons referred to in 
points (a) and (b) a non-confide ntial version of any judicial decision, in which the passages containing trade secrets 
have been remo ved or redacte d. 
The number of persons refer red to in points (a) and (b) of the second subparagraph shall be no greater than necessar y in 
order to ensure compl iance with the right of the parties to the legal proceedings to an effective remedy and to a fair 
trial, and shall include, at least, one natural person from each party and the respective lawyers or other representatives 
of those parties to the legal proceedings. 
3. When deciding on the measures refer red to in paragraph 2 and assessing their propor tionality , the compet ent 
judicial author ities shall take into account the need to ensure the right to an effective remedy and to a fair trial, the 
legitimate inter ests of the parties and, where appropr iate, of third parties, and any poten tial harm for either of the 
parties, and, where appropr iate, for third parties, resulting from the granting or rejection of such measures. 
4. Any processing of personal data pursuant to paragraphs 1, 2 or 3 shall be carried out in accordance with Directive 
95/46/EC. 
Section 2 
Pro visional and precautionar y measures 
Article 10 
Provisional and precautionar y measures 
1. Member State s shall ensure that the compe tent judicial author ities may, at the request of the trade secret holder , 
order any of the following provisional and precautionar y measures against the allege d infringe r: 
(a)  the cessation of or, as the case may be, the prohibition of the use or disclosure of the trade secret on a provisional 
basis; 
(b)  the prohibition of the production, offer ing, placing on the market or use of infringing goods, or the impor tation, 
expor t or storag e of infringing goods for those purposes; 
(c)  the seizure or deliver y up of the suspect ed infringing goods, including impor ted goods, so as to prevent their entr y 
into, or circulation on, the market. 
2. Member States shall ensure that the judicial author ities may, as an altern ative to the measures refer red to in 
paragraph 1, make the continuation of the alleged unlawful use of a trade secret subject to the lodging of guarantees 
intende d to ensure the compen sation of the trade secret holder . Disclosure of a trade secret in retur n for the lodging of 
guarant ees shall not be allowed. 
Article 11 
Conditions of application and safeguards 
1. Member States shall ensure that the compet ent judicial author ities have, in respect of the measures referred to in 
Article 10, the author ity to require the applicant to provide evidence that may reasonably be considered available in 
order to satisfy themselves with a suffi cient degree of certainty that: 
(a)  a trade secret exists; 15.6.2016 L 157/13 Official Jour nal of the European Union EN     (b)  the applicant is the trade secret holder; and 
(c)  the trade secret has been acquired unlawfully , is being unla wfully used or disclosed, or unlawful acquisition, use or 
disclosure of the trade secret is imminent. 
2. Member States shall ensure that in deciding on the granting or rejection of the application and assessing its 
propor tionality , the compet ent judicial author ities shall be required to take into account the specific circumstances of 
the case, including, where appropr iate: 
(a)  the value and other specific features of the trade secret ; 
(b)  the measures taken to prote ct the trade secret ; 
(c)  the conduct of the respondent in acquir ing, using or disclosing the trade secret ; 
(d)  the impa ct of the unlawful use or disclosure of the trade secret ; 
(e)  the legitimate interests of the parties and the impact whic h the granting or rejection of the measures could have on 
the parties; 
(f)  the legitimate interests of third parties; 
(g)  the public interest ; and 
(h)  the safeg uard of fundamental rights. 
3. Member States shall ensure that the measures refer red to in Article 10 are revok ed or other wise cease to have 
effect, upon the request of the respondent, if: 
(a)  the applicant does not institute legal proceedings leading to a decision on the mer its of the case before the 
compet ent judicial author ity, within a reasonable period determined by the judicial author ity order ing the measures 
where the law of a Member State so permits or, in the absence of such deter mination, within a period not exceed ing 
20 working days or 31 calendar days, whic hever is the longer; or 
(b)  the information in question no long er meets the requirements of point (1) of Article 2, for reasons that cannot be 
attribut ed to the respondent. 
4. Member States shall ensure that the compet ent judicial author ities may mak e the measures referred to in 
Article 10 subject to the lodging by the applicant of adequat e secur ity or an equivalent assurance intende d to ensure 
compen sation for any prejudice suffe red by the respondent and, where appropr iate, by any other person affected by the 
measures. 
5. Where the measures referred to in Article 10 are revok ed on the basis of point (a) of paragraph 3 of this Article, 
where they lapse due to any act or omission by the applicant, or where it is subsequently found that there has been no 
unlawful acquisition, use or disclosure of the trade secret or threat of such conduct, the compet ent judicial author ities 
shall have the author ity to order the applicant, upon the request of the respondent or of an injured third party, to 
provide the respondent, or the injured third party, appropr iate compen sation for any injur y caused by those measures. 
Member States may provide that the request for compe nsation refer red to in the first subparagraph is dealt with in 
separate legal proceedings. 15.6.2016 L 157/14 Official Jour nal of the European Union EN     Section 3 
Measures resulting from a decision on the mer its of the case 
Article 12 
Injunctions and correctiv e measures 
1. Member States shall ensure that, where a judicial decision taken on the mer its of the case finds that there has been 
unlawful acquisition, use or disclosure of a trade secret, the compe tent judicial author ities may, at the request of the 
applicant, order one or more of the following measures against the infringer: 
(a)  the cessation of or, as the case may be, the prohibition of the use or disclosure of the trade secret ; 
(b)  the prohibition of the production, offer ing, placing on the market or use of infringing goods, or the impor tation, 
expor t or storag e of infringing goods for those purposes; 
(c)  the adoptio n of the appropr iate corrective measures with regard to the infringing goods; 
(d)  the destr uction of all or part of any document, object, mate rial, substance or electronic file containing or embodying 
the trade secret or, where appropr iate, the deliver y up to the applicant of all or part of those documents, objects, 
mater ials, substances or electronic files. 
2. The corrective measures referred to in point (c) of paragraph 1 shall include: 
(a)  recall of the infringing goods from the mark et; 
(b)  depr iving the infringing goods of their infringing quality ; 
(c)  destr uction of the infringing goods or, where appropr iate, their withdra wal from the market, provided that the 
withdrawa l does not under mine the prote ction of the trade secret in question. 
3. Member States may provide that, when order ing the withdra wal of the infringing goods from the mark et, their 
compet ent judicial author ities may order , at the request of the trade secret holder , that the goods be delivered up to the 
holder or to char itable organisations. 
4. The compet ent judicial author ities shall order that the measures referred to in points (c) and (d) of paragraph 1 be 
carried out at the expense of the infringe r, unless there are particular reasons for not doing so. Those measures shall be 
without prejudice to any damages that may be due to the trade secret holder by reason of the unlawful acquisition, use 
or disclosure of the trade secret. 
Article 13 
Conditions of application, safeguards and alter nativ e measures 
1. Member States shall ensure that, in consider ing an application for the adopt ion of the injunctions and corrective 
measures provided for in Article 12 and assessing their propor tionality , the compet ent judicial author ities shall be 
required to take into account the specif ic circumstances of the case, including, where appropr iate: 
(a)  the value or other specifi c features of the trade secret ; 
(b)  the measures taken to prote ct the trade secret ; 15.6.2016 L 157/15 Official Jour nal of the European Union EN     (c)  the conduct of the infringer in acquir ing, using or disclosing the trade secret ; 
(d)  the impa ct of the unlawful use or disclosure of the trade secret ; 
(e)  the legitimate interests of the parties and the impact whic h the granting or rejection of the measures could have on 
the parties; 
(f)  the legitimate interests of third parties; 
(g)  the public interest ; and 
(h)  the safeg uard of fundamental rights. 
Where the compet ent judicial author ities limit the duration of the measures referred to in points (a) and (b) of 
Article 12(1), such duration shall be suffi cient to eliminate any commercial or economic advantage that the infringe r 
could have derived from the unla wful acquisition, use or disclosure of the trade secret. 
2. Member State s shall ensure that the measures referred to in points (a) and (b) of Article 12(1) are revok ed or 
other wise cease to have effect, upon the request of the respondent, if the information in question no longer meets the 
requirements of point (1) of Article 2 for reasons that cannot be attributed directly or indirectly to the respondent. 
3. Member States shall provide that, at the request of the person liable to be subject to the measures provided for in 
Article 12, the compet ent judicial author ity may order pecuniar y compen sation to be paid to the injured party instea d 
of applying those measures if all the following conditions are met: 
(a)  the person concer ned at the time of use or disclosure neither knew nor ought, under the circumstances, to have 
kno wn that the trade secret was obtained from another person who was using or disclosing the trade secret 
unlawfull y; 
(b)  executi on of the measures in question would cause that person dispropor tionate harm; and 
(c)  pecuniar y compensation to the injured party appears reasonably satisfa ctor y. 
Where pecuniar y compensation is ordered instead of the measures refer red to in points (a) and (b) of Article 12(1), it 
shall not exce ed the amount of royalties or fees which would have been due, had that person request ed author isation to 
use the trade secret in question, for the period of time for whic h use of the trade secret could have been prohibit ed. 
Article 14 
Damages 
1. Member States shall ensure that the compe tent judicial author ities, upon the request of the injured party, order an 
infringer who knew or ought to have kno wn that he, she or it was enga ging in unlawful acquisition, use or disclosure of 
a trade secret, to pay the trade secret holder damages appropr iate to the actual prejudice suffered as a result of the 
unlawful acquisition, use or disclosure of the trade secret. 
Member States may limit the liability for damages of emplo yees towards their emplo yers for the unlawful acquisition, 
use or disclosure of a trade secret of the emplo yer where they act without intent. 
2. When setting the damages referred to in paragraph 1, the compet ent judicial author ities shall take into account all 
appropr iate factors, such as the negativ e economic consequences, including lost prof its, whic h the injured party has 
suffered, any unfair prof its made by the infringer and, in appropr iate cases, elements other than economic factors, such 
as the moral prejudice caused to the trade secret holder by the unla wful acquisition, use or disclosure of the trade secret. 
Alternatively , the compet ent judicial author ities may, in appropr iate cases, set the damage s as a lump sum on the basis 
of elements such as, at a minimum, the amount of royalties or fees which would have been due had the infringer 
request ed author isation to use the trade secret in question. 15.6.2016 L 157/16 Official Jour nal of the European Union EN     Article 15 
Publication of judicial decisions 
1. Member States shall ensure that, in legal proceedings instituted for the unlawful acquisition, use or disclosure of a 
trade secret, the compet ent judicial author ities may order , at the request of the applicant and at the expense of the 
infringer , appropr iate measures for the dissemination of the information concer ning the decision, including publishing it 
in full or in part. 
2. Any measure refer red to in paragraph 1 of this Article shall preser ve the conf identiality of trade secrets as 
provided for in Article 9. 
3. In deciding whether to order a measure refer red to in paragraph 1 and when assessing its propor tionality , the 
compet ent judicial author ities shall take into account, where appropr iate, the value of the trade secret, the conduct of 
the infringer in acquir ing, using or disclosing the trade secret, the impa ct of the unla wful use or disclosure of the trade 
secret, and the likelihood of further unlawful use or disclosure of the trade secret by the infringer. 
The compet ent judicial author ities shall also take into account whether the information on the infringer would be such 
as to allow a natural person to be identif ied and, if so, whether publication of that information would be justified, in 
particular in the light of the possible harm that such measure may cause to the privacy and reputation of the infringer . 
CHAPTER IV 
Sanctions, repor ting and final provisions 
Article 16 
Sanctions for non-compliance with this Directiv e 
Member State s shall ensure that the compet ent judicial author ities may impose sanctions on any person who fails or 
refuses to compl y with any measure adopt ed pursuant to Articles 9, 10 and 12. 
The sanctions provided for shall include the possibility of imposing recur ring penalty payments in the event of non- 
compl iance with a measure adop ted pursuant to Articles 10 and 12. 
The sanctions provided for shall be effective, propor tionate and dissuasive. 
Article 17 
Exchange of information and correspondents 
For the purpose of promoting cooperation, including the exchange of information, among Member States and between 
Member States and the Commission, each Member State shall designate one or more national correspondents for any 
question relating to the implementation of the measures provided for by this Directive. It shall communicate the details 
of the national correspondent or correspondents to the other Member States and the Commission. 
Article 18 
Repor ts 
1. By 9 June 2021, the European Union Intellectual Proper ty Office, in the cont ext of the activities of the European 
Obser vator y on Infringements of Intellectual Proper ty Rights, shall prepare an initial repor t on the litiga tion trends 
regar ding the unlawful acquisition, use or disclosure of trade secrets pursuant to the application of this Directive. 
2. By 9 June 2022, the Commission shall draw up an interm ediate repor t on the application of this Directive, and 
shall submit it to the European Parliament and to the Council. That repor t shall take due account of the repor t refer red 
to in paragraph 1. 15.6.2016 L 157/17 Official Jour nal of the European Union EN     The interm ediat e repor t shall examine, in particular , the possible effects of the application of this Directive on research 
and inno vation, the mobility of emplo yees and on the exercise of the right to freedom of expression and information. 
3. By 9 June 2026, the Commission shall carry out an evaluation of the impact of this Directive and submit a repor t 
to the European Parliament and to the Council. 
Article 19 
Transposition 
1. Member State s shall bring into force the laws, regulations and administrative provisions necessar y to compl y with 
this Directive by 9 June 2018. They shall immediately communicat e the text of those measures to the Commission. 
When Member State s adopt those measures, they shall contain a reference to this Directive or be accompan ied by such a 
reference on the occasion of their official publication. Member States shall determi ne how such reference is to be made. 
2. Member States shall communicate to the Commission the text of the main provisions of national law whic h they 
adopt in the field covered by this Directive. 
Article 20 
Entr y into force 
This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the 
European Union. 
Article 21 
Addre ssees 
This Directive is addressed to the Member States. 
Done at Strasbourg, 8 June 2016. 
For the European Parliament 
The President 
M. SCH ULZ  For the Council 
The President 
A.G. KOENDERS   15.6.2016 L 157/18 Official Jour nal of the European Union EN