# OCR Trade Secret Documents Without Losing Secrecy

- Author: Schema Law (https://www.schemalaw.com/)
- Published: 2024-02-29T05:10:54Z
- Updated: 2026-10-11T19:22:20Z
- Category: Confidentiality
- Canonical: https://www.schemalaw.com/blog/ocr-trade-secret-documents

> How to OCR trade secret documents without weakening the secrecy claim: the reasonable measures test, vendor terms to read, and a handling record to keep.

You can OCR trade secret documents without giving up the secret, but the upload becomes part of the evidence on whether the owner took reasonable measures to keep the information secret. The statutes ask about those measures. Read the service's terms first, limit what you upload, and keep a record of what you did.

This post explains how to handle the documents and quotes the statutory text it relies on. It is not legal advice, and it does not predict how a court would rule on any set of facts. Trade secret law is state law as well as federal law, so check the statute and decisions of your own jurisdiction.

## Does uploading a trade secret to an OCR service destroy its protection?

Uploading a trade secret to an OCR service does not appear in the federal definition as an event that ends protection. The definition asks two things: whether the owner took reasonable measures to keep the information secret, and whether the information has value from not being generally known. An upload matters through those two questions.

The federal definition is [18 U.S.C. 1839(3)](https://www.law.cornell.edu/uscode/text/18/1839). Information is a trade secret if:

> (A) the owner thereof has taken reasonable measures to keep such information secret; and
> (B) the information derives 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;

Nothing in those two paragraphs mentions service providers, cloud software or conversion. The text neither blesses an upload nor condemns one. What a court does with a particular upload depends on facts this post cannot know, so treat what follows as a way to think about the file in front of you.

### Two ways an upload can hurt

- **Under paragraph (A).** If the client's documents went to a service with no confidentiality obligation, or one whose terms let it reuse content, the other side in a later misappropriation case can point to the upload as a measure the owner, through its lawyers, failed to take.
- **Under paragraph (B).** If the service's terms or practices put the content where others can reach it, the information moves closer to "generally known".

### Two ways an upload can be handled so it helps

- The service is bound to keep the content confidential and to use it only to do the conversion, and you can produce the terms that say so.
- You can show who decided to use the service, what was uploaded, and when it was deleted.

The lawyer is acting for the owner here. Measures you take with the client's file are measures the owner can later point to, and gaps in your handling are gaps the owner has to explain.

Send a trade secret file only where a nondisclosure agreement or binding terms cover the vendor. Client confidentiality is the separate record you keep for the representation. Information security for the upload includes who can open the pages and when the service copy is deleted. Store those three items with the page list. A legend on the export helps the next reader see the file is restricted.

## What do the trade secret statutes mean by reasonable measures?

The trade secret statutes do not list the measures that count as reasonable. The federal statute requires that the owner "has taken reasonable measures to keep such information secret". Delaware's enactment of the Uniform Trade Secrets Act, used here as one state example, speaks of efforts "that are reasonable under the circumstances". Neither text lists them.

### The federal and state wording

| Source | The secrecy requirement, as written |
| --- | --- |
| 18 U.S.C. 1839(3)(A) | "the owner thereof has taken reasonable measures to keep such information secret" |
| 6 Del. C. § 2001(4)b., Delaware's enactment | Information that "Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." |

Delaware is used here as one example of a state enactment. [Chapter 20 of Title 6 of the Delaware Code](https://delcode.delaware.gov/title6/c020/index.html) says at § 2009 that it "may be cited as the 'Uniform Trade Secrets Act'", and § 2008 says the chapter is to be construed "to make uniform the law with respect to the subject of this chapter among states enacting it." Your state's text may differ, so read your own state's section and do not assume it matches Delaware's.

### What the federal definition covers

The opening words of 1839(3) are broad. A trade secret can be "all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing".

Two points follow for scanned paper. A photograph or scan of a page is one of the listed ways of memorializing the information, so the image file is covered. And the converted text is the same information "stored" another way, so it needs the same care as the paper.

### Measures a firm can point to

Because neither statute supplies a checklist, the list here is a set of examples and is not a legal standard. Each is something a firm can show with a document:

- A confidentiality agreement or binding terms with every outside service that touches the file.
- Access limited to the people working on the matter.
- Confidentiality legends kept on converted copies.
- Uploading only the pages the task needs.
- Deleting service copies when the work is done, with the date noted.
- A written instruction from the client approving the handling.

Whether these are enough in a given case is for the court applying its own law. The value of the list is that each item leaves a trace.

## OCR vendor terms that support or undercut a trade secret claim

OCR vendor terms support a trade secret claim when they bind the vendor to keep uploads confidential and to use them only for the conversion. They undercut it when they grant the vendor a license to reuse content, allow training on it, or say nothing about confidentiality.

Read the terms of service, the privacy policy and any data processing agreement together, because a promise in one can be qualified by another. The three clauses in this table bear most directly on secrecy. Training, staff access, subprocessors and retention matter too, and the posts linked after the questions cover them.

| Clause | Wording that supports secrecy | Wording that undercuts it |
| --- | --- | --- |
| Confidentiality | The vendor agrees to treat customer content as confidential and protect it | No confidentiality clause, or one that covers only the vendor's own information |
| License to content | A license limited to providing the service to you | A broad license to use, reproduce, modify or publish content, or to use it to improve products |
| Changes | Notice before terms change | The vendor may change terms at any time by posting them |

### Questions to settle before a trade secret goes in

1. Which document contains the confidentiality promise, and does it bind the vendor to you, or is it a statement of general practice?
2. Does any clause grant the vendor rights in your content beyond running the conversion?
3. Who at the vendor can open a customer document, and when? The post on [whether OCR vendor employees can see your documents](https://www.schemalaw.com/blog/can-ocr-vendor-employees-see-my-documents) covers that question in full.
4. Will the vendor sign a confidentiality agreement if its standard terms fall short?
5. Can you save a dated copy of the terms as they stood on the day of upload?

The post on [which clauses decide what happens to uploaded client documents](https://www.schemalaw.com/blog/ocr-vendor-data-processing-agreement#which-clauses-decide-what-happens-to-uploaded-client-documents) explains how to read each of these clauses, and the post on [OCR that does not train on your data](https://www.schemalaw.com/blog/ocr-that-does-not-train-on-your-data) covers training terms.

### What Schema Law's site says

Schema Law's [pricing page](https://www.schemalaw.com/pricing) lists four commitments for every plan: "Your documents are never used to train an AI model", "Documents stay inside your own account", "Encrypted in transit and at rest" and "Delete any document, at any time". The Enterprise plan lists "Security questionnaire and contract review". Those lines are the site's statements. They are not a confidentiality agreement, and this post does not treat them as one. For a trade secret file, ask for the contractual terms, read them against the table, and keep a copy.

## Handling an opponent's trade secrets produced in litigation

An opponent's trade secrets produced in litigation are governed first by the court's order. Federal and state rules give courts the power to restrict how a trade secret is revealed in discovery, and the order entered in your case says who may see designated material. Read it before any designated page goes to an outside service.

The federal civil rule is [Federal Rule of Civil Procedure 26(c)(1)(G)](https://www.law.cornell.edu/rules/frcp/rule_26), which lets a court issue an order "requiring that a trade secret or other confidential research, development, or commercial information not be revealed or be revealed only in a specified way". In proceedings under the federal trade secret chapter, [18 U.S.C. 1835(a)](https://www.law.cornell.edu/uscode/text/18/1835) says the court "shall enter such orders and take such other action as may be necessary and appropriate to preserve the confidentiality of trade secrets". Delaware's enactment of the uniform act has a parallel in 6 Del. C. § 2005, under which a court "shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the records of the action and ordering any person involved in the litigation not to disclose an alleged trade secret without prior court approval."

For the receiving firm, the practical consequences are these:

- **The order, and not your firm's usual practice, decides whether a converter may be used.** Look for the paragraph listing who may receive designated material and whether outside vendors must sign an undertaking.
- **The designation follows the content.** A Word or Excel export of a page marked for attorneys' eyes only is designated material too. The post on [confidential and attorneys' eyes only designations after conversion](https://www.schemalaw.com/blog/ocr-documents-under-a-protective-order#confidential-and-attorneys-eyes-only-designations-after-conversion) explains how to carry the marking into converted files.
- **The other side's secrecy claim can be damaged by your handling.** That is their loss and your exposure under the order.

If the order is silent on vendors, ask opposing counsel or the court before uploading. Do not read silence as permission.

## Formulas, source code printouts and customer lists as scanned pages

Formulas, source code printouts and customer lists each put the secret in a different place once the page is converted. A scanned image has to be read by a person. Converted text can be searched, copied and pasted in seconds. The export format decides how portable the secret has become, so pick the least portable format that does the job.

| Document | Where the secret sits after conversion | Format risk | Handling |
| --- | --- | --- | --- |
| Formula or process sheet | Ingredient names, quantities, temperatures, sequence | A plain text or Word export holds the whole recipe in a few kilobytes | Export only if you need to quote or compare; otherwise keep a searchable PDF on restricted storage |
| Source code printout | Every line of text, plus file names and comments | Text and Markdown exports can be pasted straight into an editor | Check the order or agreement governing the code before converting at all |
| Customer list | Names, contacts, prices, volumes, in rows and columns | An Excel or CSV export is the list in ready-to-use form | Restrict the spreadsheet as tightly as the client restricts its own customer database |

### Formulas and process sheets

Chemical and manufacturing documents are dense with subscripts, superscripts, units and decimal points. Those are characters OCR in general has trouble with, so a converted formula can be wrong in a way that matters. Check every quantity against the image before anyone relies on the text. A wrong converted copy is still a confidential copy.

### Source code printouts

A printout of source code is harder to copy than a file, and a party that produced code on paper may have chosen paper for that reason. Converting it to text reverses that. If the code came from the other side, the order or agreement that governs it may say whether electronic copies are allowed at all, so read it first. If the code is your own client's, ask whether the client can supply the native files, which avoids recognition errors in indentation and punctuation.

### Customer lists

A customer list is a table, and conversion to a spreadsheet turns a stack of scans into a sortable database. That is the point of converting it for a damages analysis, and it is also what makes the export the most sensitive file in the matter. Store it where access is restricted, and do not email it as an attachment.

Schema Law has eight export formats, listed under [export formats on the homepage](https://www.schemalaw.com/#formats). Every plan includes all eight. Every export you generate is another copy of the secret to track and delete. Delete copies held in the service when the work is finished; the post on [how to delete a document for good](https://www.schemalaw.com/blog/does-ocr-software-store-my-documents#how-do-you-delete-a-document-for-good) covers the steps.

Technical drawings and specifications can also be export controlled, which is a separate legal regime with its own limits on online services. See the post on [OCR for export controlled documents](https://www.schemalaw.com/blog/ocr-export-controlled-documents) before converting engineering files.

## How should a firm document its handling of a client's trade secret file?

A firm should document its handling of a trade secret file with a short dated record of each measure: who approved the tool, which terms applied, what was uploaded, who had access, and when copies were deleted. The record is what lets the client show its measures later. Write it as you go.

### What the record holds

| Entry | What to write | Supporting document |
| --- | --- | --- |
| Client instruction | Date the client approved the conversion method, and who approved it | Email or engagement letter clause |
| Service and terms | Name of the service, plan, and the terms in force | Saved PDF of the terms, dated |
| Scope | Bates or page ranges uploaded, and what was held back | Upload list |
| Access | Names of firm staff with access to the workspace and the exports | Matter team list |
| Outputs | Each export created, its format and where it is stored | File list |
| Markings | Confirmation that confidentiality legends appear on converted copies | Sample page |
| Deletion | Date copies were deleted from the service and from local download folders | Note to file |
| Incidents | Any misdirected file or access problem, and what was done | Incident note |

### A worked example

A firm represents a fictional coatings company, Harlow Finishes, against a former plant manager. The client delivers 90 scanned pages: batch sheets with formulas, and a price list by customer.

1. The partner emails the client's general counsel describing the conversion service and asks for approval. The reply is saved to the matter.
2. A paralegal saves the service's terms and privacy policy as PDFs on the day of upload.
3. She uploads the price list only. The batch sheets stay as images on the firm's restricted drive, because nobody needs to search them yet.
4. She exports the price list to Excel, stores it in a folder limited to four named people, and adds the client's confidentiality legend to the header.
5. She deletes the document from the service the same day and clears her Downloads folder.
6. She adds seven lines to the matter's handling record, one per entry in the table, with dates.

A year later, the defendant argues that the price list was never kept secret. The client can hand over the record, the saved terms and the approval email. Whether that is enough is for the court, but the firm's part of the story is on paper.

### Keeping the record useful

- Keep it in the matter file, not in someone's inbox.
- Update it when a new export is made or a new person gets access.
- Tell the client it exists. The client may be asked about its measures long after the matter closes, and may need a copy.

## Try it on a real document

Upload a scanned PDF and export it as Word, a searchable PDF or plain text on the free plan. Your documents are never used to train an AI model. [Start free](https://www.schemalaw.com/api/auth/google)