Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the proprietary barrier coating formulation designated CPS-BC-1147, developed and owned by Crestline Packaging Solutions LLC ("CPS" or the "Client"), qualifies as a protectable trade secret under both the federal Defend Trade Secrets Act ("DTSA"), 18 U.S.C. §§ 1836–1839, and the Ohio Uniform Trade Secrets Act ("OUTSA"), Ohio Rev. Code §§ 1333.6

II. Background A. The Client — Crestline Packaging Solutions LLC Crestline Packaging Solutions LLC is an Ohio limited liability company with its principal place of business at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS is a manufacturer of specialty barrier coatings, laminates, and packaging substrates serving the food, pharmaceutical, and industrial packaging industries. The company maintains producti

Section 7 — Confidentiality and Non-Disclosure. This section required Harlow to maintain the confidentiality of all CPS proprietary information disclosed in connection with the tolling relationship. Harlow was obligated to restrict access to CPS proprietary information to only those Harlow personnel who had a need to know for purposes of performing the tolling services. Harlow was expressly prohibited from disclosing

Section 8.2 — Reverse-Engineering Prohibition. This section expressly prohibited Harlow from analyzing, decompiling, reverse-engineering, or otherwise attempting to derive the composition of CPS Concentrate A or any other CPS proprietary material provided under the TMA. This prohibition was a critical safeguard, as CPS Concentrate A contained the five most sensitive constituents of the CPS-BC-1147 formulation, which

Section 9.1 — Non-Compete. This section restricted Harlow from manufacturing, blending, selling, or offering for sale any barrier coating that was "substantially similar" to CPS-BC-1147 for a period of three years following the effective date of termination of the TMA.

Section 9.3 — Customer Non-Solicitation. This section prohibited Harlow from directly or indirectly soliciting, contacting, or attempting to divert any customer of CPS for the purpose of selling any product that competed with CPS-BC-1147, for the same three-year post-termination period. CPS adopted a deliberate partial-disclosure strategy in connection with the tolling relationship. Of the 14 distinct chemical consti

III. Legal Framework A. The Defend Trade Secrets Act (18 U.S.C. §§ 1836–1839) The DTSA, enacted in 2016, provides a federal private right of action for trade-secret misappropriation. The statute defines "trade secret" broadly. Under 18 U.S.C. § 1839(3), a trade secret includes: all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilati

1. The information constitutes a "trade secret." CPS must identify the claimed trade secret with "reasonable particularity" and demonstrate that the information falls within the statutory definition. Courts require that the plaintiff do more than make vague, general assertions — the plaintiff must describe the trade secret in sufficient detail to separate it from matters of general knowledge in the trade or of specia

2. The information has independent economic value from not being generally known or readily ascertainable. CPS must show that the secrecy of the information provides CPS with a competitive advantage or economic benefit that would be lost or diminished if the information were publicly known.

3. The owner took reasonable measures to maintain secrecy. CPS must demonstrate that it implemented security measures, contractual protections, and other safeguards that were objectively reasonable under the circumstances. Perfection is not required; the standard is one of reasonableness. See Oakwood Labs. LLC v. Thanoo, 999 F.3d 892, 907 (3d Cir. 2021); Bimbo Bakeries USA, Inc. v. Botticella, 613 F.3d 102, 114 (3d C

4. The information was misappropriated. CPS must establish that Harlow acquired, disclosed, or used the trade secret by improper means or in breach of a duty to maintain its secrecy. Under both the DTSA and the OUTSA, "improper means" includes theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means. 18 U.S.C. § 1839(6); Ohio Rev

IV. Identification of the Trade Secret — CPS-BC-1147 A threshold requirement for any trade-secret claim is that the plaintiff identify the claimed trade secret with "reasonable particularity." This requirement serves two purposes: it ensures that the claim is not based on vague or overbroad assertions of proprietary information, and it enables the defendant and the court to evaluate whether the specific information a

1. Identity of the 14 Constituent Chemicals. The specific chemical identities (by chemical name, CAS number, and commercial-grade specification) of each of the 14 constituents that comprise CPS-BC-1147. While certain of these constituents are commercially available raw materials that are individually known in the coatings industry, the specific combination of these 14 particular chemicals in a single barrier coating

2. Precise Weight Percentages and Ratios. The exact weight percentages of each of the 14 constituents, as well as the ratios between specific component groups (e.g., the ratio of cross-linking agents to film-forming polymers, the ratio of surfactant to rheology modifier, and the loading level of barrier-enhancing additives). These proportions were optimized through extensive trial-and-error experimentation during the

3. Order-of-Addition Protocol. The specific sequence in which the 14 constituents are introduced during the blending process. The order of addition is critical to the performance characteristics of the finished coating; introducing certain constituents out of sequence can result in incomplete dispersion, phase separation, premature cross-linking, or other defects that degrade barrier performance. CPS's order-of-addit

4. Processing Temperatures. The defined temperature set points at each stage of the blending process. Certain constituents must be introduced at elevated temperatures to achieve proper dissolution or dispersion, while other constituents are temperature-sensitive and must be introduced only after the batch has been cooled to a specified range. The processing temperature profile is integral to the formulation and const

5. Shear Rates During Mixing. The defined agitation speeds and shear rates employed at each stage of the blending process. Shear rate affects particle size distribution, dispersion quality, and viscosity, all of which directly impact the barrier performance of the finished coating. CPS's shear-rate protocol was optimized through pilot-line testing and is not publicly available. Critically, the CPS-BC-1147 formulation

V. Independent Economic Value Under both the DTSA and the OUTSA, a trade secret must derive "independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information." 18 U.S.C. § 1839(3)(B); Ohio Rev. Code § 1333.61(D)(1). This element requires a showing t

VI. Reasonable Measures to Maintain Secrecy Both the DTSA and the OUTSA require that the owner of a trade secret take "reasonable measures" (DTSA) or "efforts that are reasonable under the circumstances" (OUTSA) to maintain the secrecy of the information. This element does not require that the trade-secret owner take every conceivable precaution; rather, it requires that the owner implement measures that are objectiv

Section 7 — Confidentiality and Non-Disclosure. This provision imposed a comprehensive confidentiality obligation on Harlow, requiring Harlow to (i) maintain the confidentiality of all CPS proprietary information disclosed in connection with the tolling relationship, (ii) restrict access to CPS proprietary information to only those Harlow personnel who had a need to know for purposes of performing the tolling service

Section 8.2 — Reverse-Engineering Prohibition. This provision expressly prohibited Harlow from analyzing, decompiling, reverse-engineering, or otherwise attempting to derive the composition of CPS Concentrate A or any other CPS proprietary material. This prohibition was specifically directed at the risk that Harlow might attempt to use its access to CPS Concentrate A to learn the identities and proportions of the 5 u

Section 9.1 — Non-Compete Covenant. This provision restricted Harlow from manufacturing, blending, selling, distributing, or offering for sale any barrier coating that was "substantially similar" to CPS-BC-1147 for a period of three years following the effective date of termination of the TMA. The three-year post-termination period extends through January 31, 2026, and Harlow's launch of ShieldCoat Pro 900 in approxi

Section 9.3 — Customer Non-Solicitation Covenant. This provision prohibited Harlow from directly or indirectly soliciting, contacting, or attempting to divert any customer of CPS for the purpose of selling any product that competed with CPS-BC-1147, for the same three-year post-termination period. Harlow's contacts with Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging

VII. Potential Weaknesses and Risk Assessment While we believe CPS's trade-secret claim is well-supported, candor requires identification of the potential weaknesses that Harlow's counsel may seek to exploit. We address each potential vulnerability below, together with our assessment of the available counter-arguments. A. Scope of Disclosure to Harlow Although CPS withheld 5 of the 14 constituents and supplied them o