## Facts

- Vendavo, Inc. sold enterprise pricing and margin-optimization software and developed customer-specific sales materials through detailed “pain point” analyses and pricing strategies.
- Vendavo claimed trade secrets including customer and prospect information, customer-specific “pain point” analyses and strategies, pricing/sales/financial data, and internal sales pipeline and opportunity-stage information.
- Vendavo used confidentiality agreements, onboarding security training, technical access controls (including encryption and multifactor authentication), internal access compartmentalization, and customer NDAs (with limited exceptions) to protect secrecy.
- Kim Long worked for Vendavo for years in a sales/client-facing role with access to confidential customer and pipeline information.
- Before Long left for competitor Price f(x), Vendavo’s counsel reminded her of confidentiality obligations.
- Vendavo obtained evidence that Long retained Vendavo documents after departing, including spreadsheets and presentations tied to specific customers and pipeline opportunities, and alleged she shared or could use them at Price f(x) in a similar role.
- Long and Price f(x) disputed trade-secret status and argued Vendavo’s secrecy measures were deficient, citing limited pre-NDA disclosures and lack of active monitoring for data exports.

## Issues

1. Whether Vendavo showed a likelihood of success on DTSA and ITSA misappropriation (and related claims) sufficient for preliminary injunctive relief.
2. Whether Vendavo showed irreparable harm and no adequate remedy at law, and whether the balance of harms and public interest supported an injunction.
3. Whether the action should be transferred to the Northern District of California under 28 U.S.C. § 1404(a) due to related litigation there.

## Decision

- The court granted Vendavo’s preliminary-injunction motion in part and denied it in part.
- The court enjoined Long from using or disclosing Vendavo’s trade secrets and restricted her from working on specified client accounts/opportunities presenting a high risk of misuse.
- The court declined broader relief that would effectively restrict Price f(x)’s dealings with certain customers beyond what was necessary to address the trade-secret risk.
- The court denied dismissal but granted transfer to the Northern District of California under § 1404(a).

## Legal Principles

- A preliminary injunction requires (1) likelihood of success on the merits, (2) irreparable harm, and (3) no adequate remedy at law; if met, the court weighs harms and the public interest and tailors relief.
- Under DTSA and ITSA, trade secrets must have independent economic value from not being generally known and be subject to reasonable secrecy efforts; misappropriation includes improper acquisition, use, or disclosure.
- Customer-specific analyses, pricing strategies, and sales pipeline information may qualify as trade secrets when protected through reasonable contractual, technical, and organizational controls.
- Retention of confidential materials when moving to a direct competitor, combined with role overlap and insufficient employer-side safeguards, can support a finding of likely misappropriation and a substantial risk of future misuse (often framed as “inevitable disclosure”).
- Injunctive relief in trade-secret cases should be narrowly tailored to prevent use/disclosure and address concrete account-specific risks rather than impose sweeping customer or employment bans.
- Transfer under § 1404(a) turns on convenience and the interests of justice, including judicial economy and avoidance of inconsistent rulings when related disputes are pending in another forum.

## Conclusion

The court found Vendavo likely to succeed as to at least some customer-specific and pipeline-related trade secrets and that competitive misuse would cause difficult-to-quantify harm, warranting a targeted injunction against Long’s use/disclosure and involvement with specified accounts, while transferring the case to the Northern District of California to coordinate with related litigation.


Vendavo, Inc. v. Long, 397 F. Supp. 3d 1115 (N.D. Ill. 2019)