Full opinion text
ORDER ROBERT W. PRATT, Chief Judge. Before the Court is Defendants’ Motion for Summary Judgment, filed November 1, 2007. Clerk’s No. 54. Plaintiff filed a resistance to the motion on November 26, 2007 (Clerk’s No. 60), and Defendants replied on December 28, 2007. Clerk’s No. 71. A hearing was held on March 25, 2008. Clerk’s No. 88. The matter is fully submitted. I. FACTUAL BACKGROUND Defendant Sinclair Broadcast Group, Inc. (“Sinclair”) is a Maryland corporation that, through its subsidiaries and affiliates, owns, operates, programs and/or provides sales services to fifty-eight television stations in thirty-six markets throughout the United States. Defs.’ Statement of Material Facts ¶ 1. Defendant KDSM, LLC (“KDSM”) is a Sinclair subsidiary that owns, operates, programs, and/or provides sales services to the Des Moines, Iowa television station KDSM Fox 17. Id. ¶ 2; PL’s Response to Defs.’ Statement of Material Facts ¶ 2. Plaintiff Sun Media Systems, Inc. (“Sun Media” or “Plaintiff’) is an Arkansas corporation that is in the business of conducting direct mail promotions in the broadcast industry. Defs.’ Statement of Material Facts ¶ 8. In 1999, Sun Media sued Comcast Ca-blevision of Little Rock, Inc. and Comcast Cable Communications, Inc. (collectively “Comcast”) in the United States District Court for the Eastern District of Arkansas, alleging copyright infringement, fraud, and deceit. During that litigation, Sun Media filed its manual, entitled “Sales Person’s Guide to Success!” with the court. Id. ¶ 4. The manual was not identified as a confidential document and it was not filed under seal. Id. On or about January 29, 2001, Michael Rosen and James Tandy (“Tandy”), two Sun Media employees, met with Sinclair employees to present their business concept of conducting direct mail promotions in the broadcast industry. Id. ¶ 5. According to Sinclair and KDSM (collectively referred to as “Defendants”), Sun Media explained its entire business concept in explicit detail, without any written or oral confidentiality agreement. Id. Sun Media denies this assertion, claiming that it required a confidentiality agreement before divulging proprietary material, and pointing out that it could not divulge its trade secrets in the limited amount of time typically allotted for an initial presentation. Pl.’s Response to Defs.’ Statement of Material Facts ¶ 5. On or about May 3, 2001, Sinclair Media II, Inc. (a separate entity from Sinclair) engaged Sun Media to conduct a direct mail advertising campaign for one of its stations in the Las Vegas, Nevada television market. Defs.’ Statement of Material Facts ¶ 6. In approximately July 2001, various Sinclair affiliated companies engaged Sun Media to conduct campaigns for television stations in Kansas City, Missouri, and in Oklahoma City, Oklahoma. Id. ¶ 7. In December 2001, additional Sinclair affiliates in Winston Salem, North Carolina, Raleigh, North Carolina, and Des Moines, Iowa (KDSM) engaged Sun Media to conduct advertising campaigns as well. Id. Sinclair asserts that it was not a party to any of these contracts between Sun Media and the Sinclair affiliates. Id. In the KDSM contract with Sun Media, there is a section entitled “Terms and Conditions,” which contains the following confidentiality clause: Client hereby acknowledges that any marketing, sales, promotional or production information, manuals, customer lists, artwork, methods of operation or material it may acquire from [Sun Media] in the performance of or in connection with or as a result of this Agreement are [Sun Media] trade secrets and Client agrees not to divulge any of [Sun Media’s] trade secrets to any third party whatsoever without [Sun Media’s] written permission. Client acknowledges the ongoing nature of the business contemplated by the Agreement and agrees that it will not use any of [Sun Media’s] trade secrets, trademarks, trade names or marks or symbols descriptive thereof for any purpose whatsoever after the expiration of this Agreement. Id. ¶ 8; Defs.’ App. at 94. Sun Media admits that it does not have any written trade secrets, but asserts that it previously had written trade secrets in its 2002 manuals and in other proprietary material. PL’s Response to Defs.’ Statement of Material Facts ¶ 9. In 2002, KDSM utilized Sun Media as a vendor to assist it with direct mailers for use in conjunction with its local television advertising campaign. Defs.’ Statement of Material Facts ¶ 10. In May 2002, a direct mailer (the “KDSM Spring 2002 Mailer”) was mailed to the public. Id. ¶ 11. While Defendants assert that the KDSM Spring 2002 Mailer was “in large part created and put together by KDSM,” Sun Media argues that the KDSM Spring 2002 Mailer was a “joint effort” between KDSM and Sun Media. Id. ¶ 12; Pl.’s Response to Defs.’ Statement of Material Facts ¶ 12. Specifically, Sun Media contends that it “provided guidance in the creation of the mailer and provided copyrighted materials that assisted in the production and layout of the KDSM Spring 2002 Mailer.” Pl.’s Response to Defs.’ Statement of Material Facts ¶ 12. Sun Media also claims that it provided assistance with the mailer’s cover design, contest pages, layout, and by providing guidance about obtaining advertisements, amongst other things. Id. There is no dispute, however, that the KDSM Spring 2002 Mailer was not registered with the United States Copyright Office. Defs.’ Statement of Material Facts ¶ 13. In addition to the KDSM Spring 2002 Mailer, a PowerPoint presentation was developed (the “KDSM Spring 2002 Presentation”), as an element of the direct mail aspect of the local television advertising sales campaign. Id. ¶ 14. In 2002, Sun Media was engaged by more Sinclair affiliated stations to assist with direct mailers for use in conjunction with each station’s local television advertising campaigns. Id. ¶ 15. Sinclair again claims that it was not a party to any of its affiliates’ contracts with Sun Media. Id. None of the mailers prepared during the 2002 period were registered with the United States Copyright Office. Id. In February 2003, Sinclair and Sun Media began discussing plans for a Fall 2003 direct mail campaign for various Sinclair markets. Id. ¶ 16. Sun Media drafted proposed contracts for the individual stations that would be taking part in this campaign. Id. The contracts were dated February 10, 2003, but were never executed by either the individual stations or by Sinclair, because a dispute had arisen between Sinclair and Sun Media concerning the right of Sinclair’s affiliate stations to conduct their own local television advertising sales using direct mail as an inducement for potential advertisers to advertise with the affiliate stations. Id. On April 1, 2003, James Tan-dy, as President of Sun Media, wrote a letter to Sinclair, providing in pertinent part: I am sending you this today via e-mail because as of this time you [have] not returned my attorney’s call. And, because I feel that we must get the fall program situation settled. I appreciate the pressures which revolve around the broadcast industry today and especially around your position. I also understand the need to be as flexible as possible to take advantage of market opportunities. I enjoy Sun Media’s relationship with you and your company and want to do everything possible to continue to make that partnership work. We are completing your spring promotion at this time and I think it has been a huge success. However, with regards to the fall promotion, my comptroller, my finance manager, my intellectual attorney, and my corporate attorney are all over me to make sure that I do not diminish or weaken our major asset which is our system/sequence — our copyrights.... If you choose to stay with us in 2004, we will be most happy. If you choose to take the program in-house, fine. Develop your own system and have at it. We just need to protect our assets. We have experience in these “in-house” situations and they have suffered loss of revenue levels and found the programs to be dismal failures.... Sun Media devised and developed an original direct mail campaign for use by broadcast media. I am obligated to protect any of its copyrighted materials involved in its system/sequence including its step-by-step proprietary programs, manuals, time lines, invitations, presentation packages, direct mail/on-air audience contest, production sources and techniques, sales advertising report, software packages, and direct mail target area compilation program.... Let’s get the fall done — we all have commitments — then let’s talk about the future. Id. ¶ 17; Defs.’ App. at 397-98. Three days later, on April 4, 2003, Sun Media entered into the following letter agreement (the “April 2003 Letter Agreement”) with Sinclair regarding its services: This will confirm that [Sinclair] has agreed to go forward with [Sun Media] as the provider of the printing and distribution services for the direct mail-pieces that the Sinclair stations listed on exhibit A to this letter plan to undertake during the fall of 2003. As you are aware, we will not be signing a formal contract with regard to this engagement because we have been unable to agree on a number of the provisions to be contained in a contract. Notwithstanding that, this letter agreement shall constitute a binding contract and the parties agree that their rights and obligations with respect to the mechanics of performing the direct mail promotion and the financial responsibilities/payments associated therewith shall be provided in a manner consistent with the provisions of such rights, obligations and responsibilities/payments during [Sun Media’s] retention by Sinclair stations for similar promotions/payments during the spring of 2003, including (without limitation) the right of any station to cancel such direct mail efforts in the event certain revenue projections are not met and in that event to pay [Sun Media] only a $5,000 fee. As we have discussed, chief among the disagreements between [Sun Media] and Sinclair is the extent of the right of Sinclair to undertake direct mail/promotions on its own and/or with vendors other than [Sun Media] providing a similar service. Although Sinclair is prepared to agree that [Sun Media] has certain rights in its trade names, we disagree with [Sun Media’s] contention that it also has rights in any processes associated with the services provided or with such elements of the direct mail/promotion as a launch breakfast, two-for-one specials or similar aspects of the manner in which these promotions have been undertaken in the past. Accordingly, nothing in this letter agreement or as a result of our engagement of [Sun Media] for the fall of 2003 is in any way intended to waive any rights Sinclair may have to engage in such actions. Neither shall this letter agreement or the engagement of [Sun Media] waive any rights [Sun Media] may claim to have to any trademarks, trade names or similar intellectual property. If the foregoing accurately reflects our agreement, please indicate so by signing this document in the space indicated below and returning it to me. The offer to engage [Sun Media] contained in this letter agreement will be withdrawn and of no further force and effect if such counter-signed copy has not been received by Sinclair by 5:00 p.m. eastern time on Monday, April 7, 2003. Defs.’ Statement of Material Facts ¶ 18; Defs.’ App. at 399-400. James Tandy executed the April 2003 Letter Agreement on April 4, 2003. Defs.’ App. at 400. Sinclair argues that the April 2003 Letter Agreement did not include any clause regarding trade secrets. Defs.’ Statement of Material Facts ¶ 18. Sun Media, on the other hand, denies that the April 2003 Letter Agreement did not contain such a clause, pointing to the language of the agreement where the “parties agree that their rights and obligations with respect to the mechanics of performing the direct mail promotion and the financial responsibilities/payments associated therewith shall be provided in a manner consistent with the provisions of such rights, obligations and responsibilities/payments during [Sun Media’s] retention by Sinclair stations for similar promotions/payments during the spring of 2003.” Sun Media argues that this language encompasses the trade secret clause included in the Spring 2003 contracts, which clause is identical to that in the December 2001 contract between KDSM and Sun Media. Subsequent to the execution of the April 2003 Letter Agreement, Sun Media conducted advertising campaigns for the markets identified in the agreement. Of the thirty markets, twenty-three had previously had formal agreements with Sun Media in 2001 or 2002, while the other seven had never had any contract with Sun Media at all. Sun Media did not provide services related to a direct mail campaign for KDSM during 2003. According to Defendants, KDSM was dissatisfied with Sun Media’s efforts, and elected to bring its direct mail program in-house, and to develop its own local television sales campaign. Id. ¶ 21. KDSM prepared a direct mailer and mailed it to the public, though Sun Media claims that KDSM simply “reused a presentation prepared by Sun Media and created a mailer that was substantially similar to Sun Media’s copyrighted mailers.” Id.; Pl.’s Response to Defs.’ Statement of Material Facts ¶ 21. By July 2003, Sinclair and Sun Media were discussing plans for a Spring 2004 direct mail campaign for various Sinclair markets. On July 10, 2003, Dennis B. Haase, intellectual property counsel for Sun Media, sent a letter to Sinclair, stating in pertinent part: As you are aware, Sun Media is the copyright proprietor of several registrations.... Neither Sun Media, nor its predecessor, claim to have excised from the channels of commerce all direct mailing programs and media promotions. They have, however, devised and developed a system uniquely targeted to the needs of media outlets in their efforts to increase market share and their bottom line. That system, which I am sure you will concede, has enjoyed unparalleled success in accomplishing its goals, is, for the most part, embodied in the various copyrights. Some aspects of the system are, and remain, as trade secret within Sun Media and are not discernable in the copyrighted works. However, the total package has a certain rhythm and flow, which has not been successfully duplicated by others, although they have certainly tried. Sun Media has every intention of protecting its position in this market. Defs.’ App. at 402-03. On July 21, 2003, James Tandy sent another letter to Sinclair, on behalf of Sun Media, providing: I have indeed registered copyrights on everything we do including, our name, the mail pieces, the invitation, the manual, the sales presentation, Check Us Out Sweepstakes — contesting as a means of selling advertising, as well as an audience promotion, the telemarketing scripts, the kickoff agenda, sales advertising reports [SAR], timelines, etc. More importantly we have registered the sequence, which allows for a systematic approach to selling television and delivering a direct mail piece. I was there on the first presentation to Barry Drake and Sinclair and I have been to most of your markets, some many times. I can assure you that before we supplied your stations with proprietary materials and on-site training, they did not know how to do what we trained them to do. The initial organizational effort, what we call “accelerated prospecting”, was absolutely introduced to your stations by Sun Media. You can argue with me that nothing we do is revolutionary or new and be reasonably accurate. Intellectual lawyer language beyond that is so complex as to be confounding to understand or quantify. The example you gave me, I know it when I see it, is pretty good. However, I can say without hesitation that the way we put our system together is absolutely unique and no one has figured out how to do it. I am obligated to protect our assets. Id. at 404-05. On July 31, 2003, Sinclair sent Sun Media a letter wherein it proposed “to commit to place certain business with Sun Media if we can come to an agreement regarding certain rights Sun Media believes it has in portions of the services it provides to its clients.” Id. at 408. Specifically, Sinclair offered to utilize Sun Media’s services in at least fifteen markets for selling direct mail/broadcast advertising for the May 2004 sweeps period, if Tandy, on behalf of Sun Media, executed a letter providing as follows: I understand that in the future some or all of the television stations owned by subsidiaries of Sinclair Broadcast Group may engage without the assistance of Sun Media in the sale of advertising packages using a combination of broadcast and direct mail (which may include magazine style compilation of ads and promotions). This letter is to confirm that Sun Media does not believe that it owns the exclusive right to undertake this type of advertising sales and that the Sinclair stations do not have any obligation to use the services of Sun Media to make these sales. In addition]!,] Sun Media does not claim to have any right to prohibit the Sinclair stations from holding sales meetings involving meals and/or door prizes as a means of making sales presentations or from using oral and/or written invitations to invite prospective advertisers to such sales presentations. Finally, Sun Media does not claim any exclusive right to including “watch and win” style contests as on-air means of promoting the distribution of the direct mail pieces and promoting viewership of certain television programming. Sun Media does, however, have protect-able interests in the specific language used previously by certain Sinclair stations in (a) invitations, (b) sales solicitation scripts and (c) in-person presentation scripts. Accordingly, Sun Media expressly reserves the right to take action to preserve its rights in the event any Sinclair station infringes on these specific rights. Id. at 410. On July 31, 2003, in response to Sinclair’s proposal, Sun Media faxed Sinclair a letter on Sun Media letterhead (the “July 29, 2003 Letter”). Id. at 412. The first two paragraphs of the letter are identical to those proposed by Sinclair. The third paragraph varied slightly, providing: Sun Media does, however, have protect-able interest in the nature of registered copyrights and specific language used previously by certain Sinclair stations in (a) invitations (b) sales solicitation scripts (c) in person presentation scripts (d) manuals (e) proprietary materials supplied to Sinclair by Sun Media in local markets for their exclusive use and (f) the name “Check Us Out Sweepstakes.” Accordingly, Sun Media expressly reserves the right to take action to preserve its rights in the event any Sinclair station infringes on these specific rights. Id. at 412. In light of what Sinclair perceived as Sun Media’s concession regarding its intellectual property rights, the parties executed another Letter Agreement on August 26, 2003 (the “August 2003 Letter Agreement”) regarding the direct mail campaigns to take place in Spring 2004. The August 2003 Letter Agreement provided: This will confirm that [Sinclair] has agreed to go forward with [Sun Media] as the provider of the printing and distribution services for the direct mail-pieces for the Sinclair stations listed on exhibit A (the “Stations”) to this letter plan to undertake during March and May of 2004 (the “March/May Program”). This letter agreement shall constitute a binding contract and the parties agree that, subject to the other terms of this letter agreement, their rights and obligations with respect to the mechanics of performing the direct mail promotion and the financial responsibilities/payments associated therewith shall be provided in a manner consistent with the provisions of such rights, obligations and responsibilities/payments during [Sun Media’s] retention by Sinclair stations for similar promotions/payments during the spring and fall of 2003, including (without limitation) the right of any station to cancel such direct mail efforts in the event certain revenue projections are not met and in that event to pay [Sun Media] only a $5,000 fee. The Stations currently intend to conduct direct mail programs during 2004 in addition to the March/May Program. Although Sun Media will be considered as a provider of services for such additional programs, the Stations have no obligation to so use Sun Media other than for the March/May Program. In addition, in the event any advertisers are sold packages that include elements of both the March/May Program, on the one hand, and any other programs, on the other hand, for purposes of determining the payment due Sun Media for its services on the March/May Program, Sinclair will allocate in good faith the revenue received from any such advertisers between all such programs. As you are aware, Sun Media and Sinclair previously had a disagreement regarding the intellectual property rights that Sun Media has in the services that it has provided to Sinclair in the past. This disagreement was resolved in accordance with the letter from Sun Media dated July 29, 2003 (but delivered July 31, 2003). The relationship between Sun Media and Sinclair insofar as it relates to intellectual property rights shall continue to be governed by the terms of the July 29, 2003 letter from Sun Media (and not by any provisions on this topic included in any prior contract between Sinclair and Sun Media). In addition, nothing in this letter agreement shall limit the rights and obligations of Sinclair and Sun Media set forth in the July 31, 2003 letter from Sinclair to Sun Media. If the foregoing accurately reflects our agreement, please indicate so by signing this document in the space indicated below and returning it to me. Id. at 413-14. James Tandy executed the August 2003 Letter Agreement on or about August 26, 2003. Defs.’ Statement of Material Facts ¶ 25. On January 13, 2004, Sun Media and Sinclair executed another letter agreement (the “License Agreement”), which provided: This will confirm that [Sun Media] and [Sinclair] and their affiliates, have each granted the other the perpetual nonexclusive right to place in any direct mail piece (or related product) with which they are involved, any advertisement (or derivation thereof) which previously appeared in a mailer used by one of Sinclair’s television stations, with respect to which Sun Media was providing services, without violating any intellectual property right of either Sinclair or Sun Media. Nothing in this letter agreement shall serve as a representation or warranty by either Sinclair or Sun Media with respect to ownership rights, if any, in any such advertisement by any other party (including, without limitation, the party placing such advertisement). Defs.’ App. at 416. Following the July 2003 Letter Agreement, the August 2003 Letter Agreement, and the License Agreement, several Sinclair affiliates developed in-house direct mailers to supplement their local sales television- advertising solicitations. Defendants deny that Sinclair or its affiliated stations used Sun Media invitations, sales solicitation scripts, in person presentation scripts, the name “Check Us Out Sweepstakes,” or any other proprietary materials provided by Sun Media in these direct mail campaigns, though Sun Media disputed this contention. Defs.’ Statement of Material Facts ¶ 30; Pl.’s Response to Defs.’ Statement of Material Facts ¶ 30. Thus, on September 16, 2004, Tandy sent Sinclair a letter stating that he had “carefully reviewed [ ] concerns about Sinclair’s use of [Sun Media’s] assets, its copyrights” and stating, “[Sun Media] takes the designs of its system very seriously. ... I feel that you have copied and made commercial use of our system. Per paragraph three of my letter to Jeff Sleete on July 29, 2003, you have infringed on our specific rights.” Defs.’ App. at 417. On October 1, 2004, Tandy sent a letter to Sinclair stating: In the past, our conversations have centered on our copyrights as an asset and our need to protect them. Our total sequence is protected and specifically outlined in our “Managers Guide to Success.” Also, our contracts protect our trade secrets. I thought, per our conversations, that your instructions to your in-house producer were to create your own presentation. What we have experienced is a continuation of our sequence. Plus, the mailer is the same size, same format, same weight, etc. Words in the sales presentations are taken from our presentations. Plus, many of your markets continue to use our graphics. I know that we had a discussion about placement of advertisements in your markets. I noted that since I was working with you in several markets that it was okay and only made sense to continue a good relationship. When you sent me a fax with an agreement I had a disagreement with the use of the word perpetual as that was not mine or my attorney’s intent. By producing a substantial copy of our system, you are infringing on our copyrights. Id. at 418. On or about March 16, 2006, Sun Media filed a Complaint in the present action. Clerk’s No. 1. Sun Media filed an amended complaint on December 8, 2006 (Clerk’s No. 23), and filed a second amended complaint on August 21, 2007. Clerk’s No. 40. In the Second Amended Complaint, Sun Media asserts the following four claims: 1) copyright infringement against both Defendants; 2) breach of contract against KDSM; 3) misappropriation of trade secrets against KDSM; and 4) misappropriation of trade secrets against Sinclair. Id. II. STANDARD FOR SUMMARY JUDGMENT Summary judgment has a special place in civil litigation. The device “has proven its usefulness as a means of avoiding full-dress trials in unwinnable cases, thereby freeing courts to utilize scarce judicial resources in more beneficial ways.” Mesnick v. Gen. Elec. Co., 950 F.2d 816, 822 (1st Cir.1991). In operation, the role of summary judgment is to pierce the boilerplate of the pleadings and assay the parties’ proof in order to determine whether trial is actually required. See id.; see also Garside v. Oseo Drug, Inc., 895 F.2d 46, 50 (1st Cir.1990). “[S]ummary judgment is an extreme remedy, and one which is not to be granted unless the movant has established his right to a judgment with such clarity as to leave no room for controversy and that the other party is not entitled to recover under any discernible circumstances.” Robert Johnson Grain Co. v. Chem. Interchange Co., 541 F.2d 207, 209 (8th Cir.1976) (citing Windsor v. Bethesda Gen. Hosp., 523 F.2d 891, 893 n. 5 (8th Cir.1975)). The purpose of the rule is not “‘to cut litigants off from their right of trial by jury if they really have issues to try,’ ” Poller v. Columbia Broad. Sys., Inc., 368 U.S. 464, 467, 82 S.Ct. 486, 7 L.Ed.2d 458 (1962) (quoting Sartor v. Ark. Natural Gas Corp., 321 U.S. 620, 627, 64 S.Ct. 724, 88 L.Ed. 967 (1944)), but to avoid “useless, expensive and time-consuming trials where there is actually no genuine, factual issue remaining to be tried.” Anderson v. Viking Pump Din, Houdaille Indus., Inc., 545 F.2d 1127, 1129 (8th Cir.1976) (citing Lyons v. Bd. of Educ., 523 F.2d 340, 347 (8th Cir.1975)). The plain language of Federal Rule of Civil Procedure 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial. See Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The precise standard for granting summary judgment is well-established and oft-repeated: summary judgment is properly granted when the record, viewed in the light most favorable to the nonmoving party and giving that party the benefit of all reasonable inferences, shows that there is no genuine issue of material fact, and the moving party is entitled to judgment as a matter of law. See Fed.R.Civ.P. 56(c); Harlston v. McDonnell Douglas Corp., 37 F.3d 379, 382 (8th Cir.1994). The court does not weigh the evidence nor make credibility determinations, rather the court only determines whether there are any disputed issues and, if so, whether those issues are both genuine and material. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Wilson v. Myers, 823 F.2d 253, 256 (8th Cir.1987) (“Summary judgment is not designed to weed out dubious claims, but to eliminate those claims with no basis in material fact.”). The moving party bears the initial burden of demonstrating the absence of a genuine issue of material fact based on the pleadings, depositions, answers to interrogatories, admissions on file, and affidavits, if any. See Celotex, 477 U.S. at 323, 106 S.Ct. 2548; Anderson, 477 U.S. at 248, 106 S.Ct. 2505. Once the moving party has carried its burden, the nonmoving party must go beyond the pleadings and, by affidavits or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial. See Fed. R.Civ.P. 56(c), (e); Celotex Corp., 477 U.S. at 322-23, 106 S.Ct. 2548; Anderson, 477 U.S. at 257, 106 S.Ct. 2505. “[T]he mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact.” Anderson, 477 U.S. at 247-48, 106 S.Ct. 2505. Am issue is “genuine,” if the evidence is sufficient to persuade a reasonable jury to return a verdict for the non-moving party. See id. at 248, 106 S.Ct. 2505. “As to materiality, the substantive law will identify which facts are material.... Factual disputes that are irrelevant or unnecessary will not be counted.” Id. III. LAW AND ANALYSIS Defendants assert several arguments in support of their Motion for Summary Judgment. In particular, Defendants argue: 1) the parties settled any dispute regarding alleged copyrights and trade secrets; 2) Sun Media does not possess any trade secrets; 3) Sun Media’s alleged “system/sequence” is not copyrightable; 4) Sun Media did not properly register its works prior to bringing suit; 5) the “License Agreement” granted Sinclair and its affiliates the right to use any “mailing advertisements”; 6) the mailers, presentations, and manuals are not copyrightable because they are not original; 7) Sun Media cannot establish that Defendants infringed on its alleged copyrighted materials; and 8) Sun Media has not proven a breach of contract against KDSM. The Court will address each argument in turn. A. Did the Parties Previously Settle all Disputes Regarding Copyrights and Trade Secrets? Defendants argue that the Letter Agreements, specifically the August 2003 Letter Agreement, settled all disputes between the parties over copyright and trade secret issues. Specifically, Defendants argue that the August 2003 Letter Agreement resolved all past and present claims by Sun Media regarding intellectual property rights, and that it expressly limited Sun Media’s intellectual property claims to “those ‘protectable interests in the nature of registered copyrights and specific language’ used in materials like invitations and sales scripts previously supplied to Sinclair’s stations for their ‘exclusive’ use.” Defs.’ Br. at 13. “Settlement agreements are essentially contracts, and general principles of contract law apply to their creation and interpretation.” Sierra Club v. Wayne Weber LLC, 689 N.W.2d 696, 702 (Iowa 2004). The general rules of contract interpretation provide that the intent of the parties in creating the contract controls. Id.; see also Smith Barney, Inc. v. Kee-ney, 570 N.W.2d 75, 78 (Iowa 1997). Unless there is an ambiguity, the intent of the parties is determined by what the contract itself says. Smith Barney, Inc., 570 N.W.2d at 78 (citing Iowa Fuel & Minerals, Inc. v. Iowa State Bd. of Regents, 471 N.W.2d 859, 862 (Iowa 1991)). “A contract is to be interpreted as a whole, and it is assumed in the first instance that no part of it is superfluous.” Id. (citing Iowa Fuel, 471 N.W.2d at 863). “The interpretation that gives a reasonable, lawful, and effective meaning to all terms is preferred to an interpretation that leaves a portion of the agreement of no effect.” Id. (citing Iowa Fuel, 471 N.W.2d at 863). In interpreting a contract, the Court must engage in a two step process. Walsh v. Nelson, 622 N.W.2d 499, 503 (Iowa 2001). “First, from the words chosen, a court must determine ‘what meanings are reasonably possible.’” Id. (quoting Restatement (Second) of Contracts § 202 cmt. a, at 87 (1981)). “In so doing, the court determines whether a disputed term is ambiguous.” Id. The question of whether a term is ambiguous will not be determined by the mere fact that the parties disagree about its meaning. Id. (citing Hartig Drug Co. v. Hartig, 602 N.W.2d 794, 797 (Iowa 1999)). Rather, a term is ambiguous if, “ ‘after all pertinent rules of interpretation have been considered,’ ‘a genuine uncertainty exists concerning which of two reasonable interpretations is proper.’ ” Id. (quoting Hartig Drug Co., 602 N.W.2d at 797). Defendants contend that the August 2003 Letter Agreement “specifically resolve[d] any dispute between the parties concerning Sun Media’s intellectual property claims, past and present.” Defs.’ Br. at 13. Plaintiff counters that KDSM was not a party to the August 2003 Letter Agreement, and that the letter agreement absolutely did not waive any accrued claims that Sun Media may have had. The Court finds that the Agreement did resolve some, but not all, disputes between the parties. Plaintiff is correct that KDSM is not a party to the August 26, 2003 Letter Agreement per se. See Defs.’ App. at 413 (“This will agree that Sinclair Broadcast Group, Inc. (“Sinclair”) has agreed to go for-ward____ Sun Media and Sinclair previously had a disagreement.... The relationship between Sun Media and Sinclair insofar as it relates to intellectual property rights.... ”). However, the plain language of the August 2003 Letter Agreement specifically incorporates the July 29, 2003 letter from Sun Media to Sinclair as governing the relationship between Sinclair and Sun Media on the topic of intellectual property rights. See Defs.’ App. at 414 (“The relationship between Sun Media and Sinclair insofar as it relates to intellectual property rights shall continue to be governed by the terms of the July 29, 2003 letter from Sun Media (and not by any provisions on this topic included in any prior contract between Sinclair and Sun Media).”). The July 29, 2003 letter necessarily includes KDSM as a party. See id. at 412 (“I understand that in the future some or all of the television stations owned by subsidiaries of Sinclair Broadcast Group .... Sinclair stations do not have any obligation to use the services of Sun Media to make these sales. In addition SunMedia does not claim to have any right to prohibit the Sinclair stations .... ”). Thus, the Court finds that the plain language of the August 2003 Letter Agreement, combined with the language of the July 29, 2003 Letter, incorporated into the agreement by reference, bars Plaintiff from pursuing claims against either KDSM or Sinclair or Sinclair affiliates for: 1) “engaging without the assistance of Sun-Media in the sale of advertising packages using a combination of broadcast and direct mail”; 2) “holding sales meetings involving meals and/or door prizes as a mean of making sales presentations”; 3) “using oral and/or written invitations to invite prospective advertisers to such sales presentations”; 4) and “including ‘watch and win’ style contests as on-air means of promoting the distribution of the direct mail pieces and promoting viewership of certain television programming.” The Court further finds that, with respect to Sinclair, KDSM, and all Sinclair affiliates, Plaintiff expressly reserved its right to pursue legal action when Plaintiff believes those entities have infringed on: “registered copyrights and specific language used previously by certain Sinclair stations in (a) invitations (b) sales solicitation scripts (c) in person presentation scripts (d) manuals (e) proprietary materials supplied by Sinclair by Sun Media in local markets for their exclusive use and (f) the name ‘Check Us Out Sweepstakes.’ ” Id. at 412. To the extent that Plaintiff maintains any right to pursue legal action against Sinclair or any of its affiliates, including KDSM, for other perceived infringements, the Court concludes that it may, because the August 2003 Letter Agreement and the July 29, 2003 Letter do not purport to cover any topics other than those expressly listed. Moreover, the Court cannot read the August 2003 Letter Agreement as settling any-accrued claim between KDSM and Sun Media, save for Sun Media’s detailed listing disavowing claims for “Sinclair stations” using breakfast meetings, door prizes, watch and win sweepstakes, etc. Thus, to the extent that Plaintiff is asserting claims against either Defendant for the general categories listed as barred above, summary judgment in favor of Defendants is proper. To the extent that Plaintiff has asserted other claims, falling outside the boundaries of such “barred” claims, summary judgment is not proper. B. Does Sun Media Have any Trade Secrets? In Count III of Plaintiffs Second Amended Complaint, Sun Media asserts that it has “created many valuable marketing and advertising strategies that it maintains as trade secrets,” that it has “taken reasonable steps necessary to protect its trade secrets from disclosure to outside parties,” and that such trade secrets are “commercially valuable property.” Second Am. Compl. ¶¶ 92-94. Sun Media claims that it disclosed these trade secrets to KDSM in confidence, and pursuant to a confidentiality clause, and that KDSM misappropriated those trade secrets and willfully and wrongfully disclosed them to Sinclair in violation of the contract between KDSM and Sun Media. Id. ¶¶ 96-103. In Count IV of Plaintiffs Second Amended Complaint, Sun Media makes largely the same allegations against Sinclair, asserting that Sinclair obtained the trade secrets wrongfully through its affiliate stations, and used them despite knowing that it had no right to do so. Id. ¶¶ 106-19. Defendants claim that they attempted for months to clearly identify what information Sun Media was claiming constituted a “trade secret” under the Iowa Uniform Trade Secrets Act (“IUTSA”), Iowa Code § 550.1 et seq., which provides that “an owner of a trade secret is entitled to recover damages for the misappropriation” of that trade secret. See Iowa Code § 550.4; Defs.’ Br. at 17. In response to Defendants’ first set of interrogatories, asking Sun Media to “[djescribe in detail all trade secrets belonging to Sun Media that you allege were disclosed to the Defendants,” Sun Media responded: Sun Media objects to this Interrogatory to the extent it requests privileged [information and] on the basis that the information being requested is both proprietary and confidential material. However, without providing detail, \yhen Sun Media presents and installs its system as shown in the manuals, the sequence of events is very important. Various steps are guided by Sun Media to elicit a successful direct mail campaign .... Defs.’ App. at 420-21. Defendants claim to have made additional requests for Sun Media to identify its asserted trade secrets, both before and after Sun Media obtained a protective order on November 20, 2006. Defs.’ Br. at 17. On December 21, 2006, Sun Media provided the following supplemental response to Defendants’ request that it specifically identify the trade secrets that were allegedly disclosed to Defendants: Sun Media objects to this Interrogatory to the extent it requests privileged [information and] on the basis that the information being requested is both proprietary and confidential material. Notwithstanding the foregoing, pursuant to a contractual agreement, [Sun Media] provided extensive consultative work to exhaustively develop the television market in certain regions, including the creation of proprietary mailing advertisements for KDSM. [Sun Media] agreed to provide confidential trade secret information in the course of its consultative work to [KDSM] for the performance of the marketing campaign for KDSM-TV. Such confidential trade secret information that [Sun Media] provided to KDSM includes the important proprietary materials and instructive oversight to KDSM’s employees, including critical management techniques for the development of a successful revenue generating advertising campaign. Pursuant to a confidentiality agreement, Sun Media provided [KDSM] with proprietary materials including manuals providing advice, sales techniques, and marketing schedules which Sun Media believes to be in the possession of KDSM. Defs.’ App. at 423-24. When defense counsel deposed James Tandy of Sun Media on April 16, 2007 on the issue of what trade secrets Sun Media was claiming, Tandy responded as follows: Q. On paragraph 23 of the complaint, you say that KDSM “wrongfully utilized SunMedia’s trade secrets and copyrighted materials in the second direct mail campaign without permission, knowledge, approval, or ratification of SunMedia.” Can you tell me, sir, what trade secrets you’re referring to in that paragraph? A. We have discussed the copyrights, and you have in your hands what are copyrights, and I look at the copyrights as a flow or a rhythm of our sequence. In order to accomplish that rhythm, the trade secrets, much attuned to what a producer does in music, are required to then accomplish the full sequence of events. Q. So you’re saying that the trade secret is some type of rhythm of sequence? Is that what you’re saying, sir? A. No, no. I’m saying that the trade secrets are the needs and the uses to accomplish the rhythm of the sequence. Q. What do you mean by needs and uses? A. Well, if a note is written, the way to play it. Q. Well, no, I’m — I don’t want to speak theoretically. I want to speak specifically about the trade secrets that you revealed to KDSM that you say they wrongfully utilized. Wfliat trade secrets are those? A. They utilized the number of homes to go to. They utilized the pricing. They utilized the time lines that we had provided, both in sales and in production and in promotion. Q. Anything else? A. Those secrets. Q. Anything else? A. There probably are more. If you would allow me, as I think of them, I would like to bring them in, but right now, those are the broad-based trade secrets that I see that they utilized. Defs.’ App. at 1294-96. Furthermore, when asked during a deposition on September 14, 2007, whether Sun Media “[gave] Sinclair any document of any kind that said this is a trade secret,” Tandy responded, “None of our trade secrets are written down, Number 1; and Number 2,1 freely gave it because I felt we were covered by our terms and conditions, so I never did identify verbal language as being trade secrets.” Id. at 1318-19 (“Q. So you never told anyone at Sinclair, I’m about to say something to you. What I’m about to say is a trade secret? A. No, sir.”). On August 24, 2007, Sun Media provided yet another supplemental response to Defendants’ interrogatory requesting that it identify with specificity the trade secrets purportedly provided to KDSM: [W]hen Sun Media presents and installs its system as shown in the manuals, the sequence of events is very important. Various steps are guided by Sun Media to elicit a successful direct mail campaign. The first step taught by the Sun Media system is a detailed sales procedure setting up the market for selling TV advertisements while giving away print advertisements as added incentives to potential clients. The system teaches how to price the TV packages and how to present those packages by presenting a cost/revenue summary. A calendar is provided to the station reflecting the precise scheduling of events for the sales promotion including the kickoff, sales deadline, the art deadline, the mailing deadlines and the contest timeframes. The second step involves the promotion of the advertisement campaign with the station’s sales personnel and the prospective advertisers. After the station is onboard with the sequence, Sun Media begin [sic] instructing the sales arm of the station through an accelerated prospecting session. Sun Media teach [sic] the sales people that they have to take three things with them on a sales presentation: a direct mail piece, a sales presentation (either provided through flip charts or a power point presentation), and a “leave behind” developed for the individual markets. The direct mail piece is historically a copyright work prepared for a similar campaign. The sales presentation is developed for their individual markets to show the name, contest details, the fact that the print is free when they buy TV, a value page, an insert page, and a closing or reserved participation page. After training the sales team, a kickoff meeting for invited advertisers is held in front of many potential advertising clients invited by the station. The Sun Media system step three involves creating an effective direct mail piece [which] will attract future advertisers. The Sun Media customer service people show the stations the secrets [sic] successful layouts to develop a final direct mail/promotion piece. At the same time, the Sun Media system teaches the stations how to develop a successful audience promotion campaign using vertical and horizontal promotion. The proprietary timeline presented in the sales step is emphasized again to execute the promotion step through layout. The finished direct mail advertising piece is sent to the printer and binder based upon the timeframe. The final step involves mailing the finished product to specified target audiences. Sun Media will have presented to the stations a zip code list of their area by count, by city, and by zip codes and assist them in selecting a proper direct mail execution. Id. at 426-28. The Court finds that Sun Media has provided little more than vague and unpar-ticularized responses to the issue of what it believes constitutes a trade secret in this case. The closest the Court can find to a definitive response to the question is in Tandy’s August 28, 2007 deposition, where Tandy identifies the following items as trade secrets: 1) “how to select the place to have the breakfast meeting”; 2) “[w]hat kind of door prize creates excitement”; 3) how to fill in the blank copyrighted invitation that is provided to clients; 4) “why the dates [i.e., the dates for holding the kickoff breakfast meeting and the target date of sweeps, for example] were arrived at”; 5) “how to establish [the date for rough art or finished art deadlines]”; 6) “certain catch phrases ... [f]or instance, the market name”; 7) “pricing and value”; 8) “the value column”; and 9) “sales period” and “printing period.” Sun Media does little to clarify Tandy’s generic assertions regarding what trade secrets are at issue in this litigation in its resistance to Defendants’ Motion for Summary Judgment. Sun Media states that “Defendants and other Sinclair stations executed several contracts specifically identifying Sun Media’s trade secrets.” PL’s Resistance at 16. Sun Media cites to several documents in support of this assertion, however none of the cited documents shed additional light on the issue. For example, Sun Media cites its contract with KDSM, which provides that KDSM “hereby acknowledge that any marketing, sales, promotional or production information, manuals, customer lists, artwork, methods of operation or material it may acquire from [Sun Media] in the performance of or in connection with or as a result of this Agreement are [Sun Media’s] trade secrets.” Defs.’ App. at 94. Plaintiff cannot, however, use the confidentiality clause in the KDSM contract to turn items into trade secrets that simply are not trade secrets under applicable law. Indeed, to establish a claim of misappropriation of trade secrets, Sun Media bears the burden of proving by a preponderance of the evidence: 1) the existence of a trade secret; 2) acquisition of the trade secret as the result of a confidential relationship; and 3) unauthorized use of the secret. Lemmon v. Hendrickson, 559 N.W.2d 278, 279 (Iowa 1997); see also E.W. Bliss Co. v. Struthers-Dunn, Inc., 408 F.2d 1108, 1112 (8th Cir.1969). To satisfy this burden, Sun Media cannot rely on generic categories or assertions, but rather must assert specific allegations that it possessed information that meets the definition of trade secret under IUTSA, and must proffer evidence that Defendants actually received the trade secret and improperly used it. Regardless of the apparently extensive list of trade secrets that Tandy believes Defendants misappropriated, Sun Media has defended only one in its resistance to Defendants’ Motion for Summary Judgment, that is “Sun Media’s proprietary method for laying out mailers.” See PL’s Resistance at 16 (“While many Sun Media trade secrets existed in 2002 and were disclosed to Defendants, it is enough for purposes of this motion to discuss only one such trade secret....”). Thus, the Court must conclude that the only trade secret claim that could potentially survive summary judgment is the one asserted. Where, as here, Defendants have proffered both evidence and argument that none of Plaintiffs vaguely asserted “trade secrets” qualify as trade secrets under IUTSA, Sun Media “cannot simply rest on [its] laurels and proclaim summary judgment inappropriate. Rather [it] must come forward with some actual evidence, supported by the record in the case, showing a genuine issue for trial.” Atwood v. Vilsack, 338 F.Supp.2d 985, 1004 (S.D.Iowa 2004); see also VFD Consulting, Inc. v. 21st Servs., 425 F.Supp.2d 1037, 1048 n. 6 (“[N]ow that Defendants have moved for summary judgment, Plaintiff is obligated to identify its alleged trade secret with particularity. If Plaintiff cannot do so, Defendants are entitled to summary judgment.”). Indeed, Federal Rule of Civil Procedure 56(e)(2) provides: “When a motion for summary judgment is properly made and supported, an opposing party may not rely merely on allegations or denials in its own pleading; rather, its response must ... set out specific facts showing a genuine issue for trial. If the opposing party does not so respond, summary judgment should, if appropriate, be entered against that party.” To the extent that Sun Media wishes to pursue various claims of misappropriation of trade secrets against Defendants, then, it is up to Sun Media to clearly identify and support with record citations the existence of each asserted trade secret. See Lemmon, 559 N.W.2d at 279 (placing burden on Plaintiff to establish the “existence of a trade secret”); see also St. Jude Med., Inc. v. Lifecare Intern., Inc., 250 F.3d 587, 595 (8th Cir.2001) (“If the party with the burden of proof at trial is unable to present evidence to establish an essential element of that party’s claim, summary judgment on the claim is appropriate because ‘a complete failure of proof concerning an essential element of the nonmoving party’s case necessarily renders all other facts immaterial.’” (quoting Celotex, 477 U.S. at 323, 106 S.Ct. 2548)); Lahey v. Contra Costa County Dept. of Children and Family Servs., No. C01-1075MJJ, 2004 WL 2055716, at *15 (N.D.Cal. Sept.2, 2004) (“In opposing Defendants’ motions, Plaintiffs have failed to “set forth specific facts showing that there is a genuine issue for trial” but instead rely on the repetition of general allegations in the Complaint. Having failed at this basic task, the Court is not required to ‘mine the full record for triable issues of fact.’ ” (quoting Schneider v. TRW, Inc., 938 F.2d 986, 990-91 n. 2 (9th Cir.1991))). Accordingly, the Court turns to the question of whether Sun Media has proffered sufficient evidence to create a genuine issue of material fact on the question of whether Defendants misappropriated its “proprietary method for laying out mailers.” 1. Is Sun Media’s method of laying out mailers a “trade secret”? The first question the Court must address is whether Sun Media’s method for laying out mailers constitutes a trade secret. IUTSA defines a “trade secret” as follows: “Trade secret” means information, including but not limited to a formula, pattern, compilation, program, device, method, technique, or process that is both of the following: a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by a person able to obtain economic value from its disclosure or use. b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Iowa Code § 550.2(4). The Iowa Supreme Court has specifically adopted Restatement (Third) of Unfair Competition as providing the appropriate scope of § 550.2(4): A trade secret can consist of a formula, pattern, compilation of data, computer program, device, method, technique, process, or other form or embodiment of economically valuable information. A trade secret can relate to technical matters such as the composition or design of a product, a method of manufacture, or the know-how necessary to perform a particular operation or service. A trade secret can also relate to other aspects of business operations such as pricing and marketing techniques or the identity and requirements of customers. Cemen Tech, Inc. v. Three D. Indus., L.L.C., 753 N.W.2d 1, 7 (Iowa 2008) (quoting Restatement (Third) of Unfair Competition § 39 cmt. d (1995)). Whether particular information constitutes a trade secret is “a mixed question of law and fact.” Economy Roofing & Insulating Co. v. Zumaris, 538 N.W.2d 641, 648 (Iowa 1995). “The ‘legal part of the question’ is whether the information in question ‘could constitute a trade secret under the first part of the definition of trade secret in § 550.2(4).” Interbake Foods, L.L.C. v. Tomasiello, 461 F.Supp.2d 943, 964 (N.D.Iowa 2006) (quoting Economy Roofing, 538 N.W.2d at 648). “The ‘fact part of the question,’ on the other hand, arises from the remaining part of the statutory definition found in subdivisions (a) and (b) of § 550.2(4).” Id. (quoting Economy Roofing, 538 N.W.2d at 648). As to the legal part of the question, the Court finds that Sun Media’s claimed “method” of laying out mailers fits the statutory list of “trade secrets” as defined in § 550.2(4), meaning that its claimed trade secret “could constitute a trade secret” under IUTSA. See Iowa Code § 550.2(4) (emphasis added) (defining “trade secret” as information taking one of at least eight forms: formula, pattern, compilation, program, device, method, technique, or process). With regard to the factual part of the question, the Court must determine whether Plaintiff has proffered sufficient evidence to demonstrate that its method of laying out mailers both derives independent economic value from not being generally known or readily ascertainable, and whether Sun Media took reasonable measures under the circumstances to maintain the secrecy of the method. Before delving into the factual aspect of the analysis, the Court must first attempt to ascertain the boundaries of what Sun Media asserts is proprietary about its method of laying out mailers. This is, unfortunately, and as was the case with Plaintiffs asserted trade secrets in general, no easy task. Sun Media claims that the Declaration of James Tandy explains its proprietary mailer layout method, though Plaintiff generally cites a thirteen page span of the Declaration without pointing out any specifics. Pl.’s Resistance Br. at 38. Tandy’s Declaration states: While sales occur, Sun Media lays out a mock up book of the advertisers and the size of the advertisement to be placed in the direct mail piece. Sun Media also collects the advertisers and the size of the advertiser’s advertisement and prepares a mock up book that shows a rough layout of the direct mail piece. Sun Media lays out the mock up book according to rough art that has been submitted and the advertisements to be placed in the direct mail piece. Sun Media provides the mock up book to its client for client approval. Sun Media advises the client to place the client’s better advertisers towards the front of the mail piece to improve satisfaction of the client’s better advertisers. Sun Media also provides the mock up book for assembling the layout of the advertisements in the mailers to the stations. Sun Media, as a service to its clients, determines the placement of the advertisements within the mailer and rearranges the advertisements as needed. Sun Media prepared the mock up book attached as Exhibit 2 during the direct mail campaign in 2002 for KDSM.... Sun Media provides trade secret information to its clients regarding the layout of direct mail pieces. Sun Media informs its client how to properly lay out the advertisements found in the direct mail piece. Sun Media informs it clients that coupons should not be found back-to-back such that a recipient of the mailer can only use one coupon. Sun Media also advises its client that the advertisers who spend more money with the client should be placed in the front of the mad piece. As a part of its services, Sun Media also provides position changes of the layout of the advertisements. Sun Media’s changes increase an advertiser’s satisfaction with the mailer and improves the likelihood that the advertiser will continue to advertise with the client. Sun Media provided such positioning changes to KDSM as shown in Exhibits 3, 4, 5, and 6.... Sun Media also requests rough art from the advertisers of the direct mail piece. As Sun Media collects rough art, Sun Media’s artists convert the rough art to finished art to be placed in the direct mail piece. Sun Media forwards the finished art to its client to obtain approval from the advertiser.... After the advertiser approves the finished art, Sun Media prepares a mock up of the final version of the direct mail piece. Sun Media advises the client to confirm that coupons are not found on back-to-back pages and that direct competitors are not found on the same page. Sun Media requires final approval from its clients before printing the finished direct mail piece. After confirming that the direct mail piece meets the client’s approval, Sun Media prepares the direct mail piece for printing. Sun Media, through its years of experience, has learned the specifications of a direct mail piece that is effective with the targeted households. Sun Media determines the printing specifications and letter shop specifications and supplies such specifications to the printer.... Following Sun Media’s earlier prepared timeline, Sun Media provides the finalized direct mail piece to the printer to be printed and in homes at the given date. Printers do not assist with these time lines. Sun Media dictates the timing of the printing to coincide with the revenues and ratings goals. Sun Media claims trade secret interests in its method of accurately developing and executing a time line. Pl.’s App. at 506-08. At hearing, when asked to clearly define the trade secrets at issue, Sun Media’s counsel stated: [I]n this mailer, you’re going to have a 16-page mailer, you know how many different advertisements you can sell, you know which sizes they’re going to be, for example. If you sell, for example, 12 half-page advertisements, you have to go to the next size up mailer. If you sell [ ] 30 coupon pages, you have to go up to the next size mailer. Knowing how to lay one of these things out so you know, here’s a template, I’m foll