Full opinion text
MEMORANDUM OPINION AND ORDER MAROVICH, District Judge. Plaintiff ISC-Bunker Ramo Corporation (“ISC”) designs and sells computer systems for use in financial institutions, and has its principal place of business in the state of Washington. Defendant Altech, Inc. (“Al-tech”) services computer equipment and purchases and sells used computer equipment. Its principal place of business is located in St. Louis, Missouri. Before the court are Altech’s objections to the report and recommendation of Magistrate Balog recommending the issuance of a preliminary injunction prohibiting Altech from infringing on several of ISC’s copyrights, misappropriating certain trade secrets, and interfering with certain employment agreements. Magistrate Balog made his ruling after holding a hearing on May 2, 3, and 4, 1990. For the following reasons, we adopt the magistrate’s report and recommendation, and issue the injunction as proposed. Altech objects to virtually every finding in fact and conclusion of law in the magistrate’s report. The purported basis for the vast majority of its objections is that the magistrate’s findings are “unsupported by the evidence.” We have considered all of Altech’s objections and find all to be without merit. Most significantly, all of the magistrate’s conclusions find support in the record; many are supported by overwhelming evidence. The magistrate clearly based his report and recommendation on careful consideration of all the evidence in the record and, while we specifically address most of Altech’s objections, we will not comment on each and every one. Altech’s initial contention is that certain depositions of its employees were not offered into evidence and are not part of the record. The magistrate’s report clearly refutes this contention, and in fact both sides referred to deposition testimony in their pre-hearing memoranda. Rep. 2; ISC Pre-Hearing Memorandum at 5, 6, 7, 10, 14, 20; Altech Pre-Hearing Memorandum at 2, 3, 8. Altech has not demonstrated why these depositions should not be considered, though so much evidence supports the magistrate’s findings that it scarcely matters whether we consider them or not. Altech’s first objection concerns copyright infringement and trade secret misappropriation relating to ISC’s computer programs. Altech contends that ISC is not entitled to protection of these programs under the “first sale” doctrine, which provides that the owner of a copy of copyrighted material can sell the copy without permission of the copyright owner. 17 U.S.C. § 109. Altech contends that the “first sale” doctrine applies here because ISC sold disks containing its copyrighted programs to its customers and these customers in turn sold the copies to Altech. The evidence demonstrated, however, that ISC did not sell copies of its software to its customers; it only licensed them, making the “first sale” doctrine inapplicable. PX 109; Tr. 558-60. Altech contends that, while the software was licensed, ISC sold hard drives containing the programs to its customers. Before Altech could use an ISC program contained on a hard drive, however, it would have to copy the program on to a floppy disk. See Deposition of Gary Beyer at 114, 117-20. Sale of these hard drives thus did not constitute a sale of a copy of the copyrighted program. With respect to Altech’s infringement of ISC's field service manuals, Altech contends that ISC failed to prove that the information contained in the manual found in Altech’s possession was substantially similar to the works protected by ISC’s copyrights. In fact, the evidence conclusively demonstrated that Altech’s manual was directly copied from ISC’s manuals. PX 5, 5a, 5c, 5e, 20; Tr. 86-90. Altech objects to the findings on copyright infringement of ISC’s disks, also on the grounds that there is no evidence that Al-tech’s disks were substantially similar to ISC’s. ISC presented detailed testimony demonstrating that Altech’s disks were directly copied from ISC’s disks. Tr. 248-265. Altech further objects to the copyright infringement findings on the grounds that certain of the infringed programs were not copyrighted. See 17 U.S.C. § 411. The evidence showed, however, that these copies of non-registered programs also infringed on the prior copyrighted works from which they were derived. See Tr. 265. Al-tech also contends that the magistrate erred in taking the fact that Altech’s disks contained errors as evidence that it improperly copied the disks. Rep. 26-27. We agree with the magistrate that Altech’s possession of multiple copies of a defective disk suggests that the copies were made by Altech rather than by a customer of ISC’s, as a customer would have access to a mistake-free copy of the disk. Id. In any event, whether Altech actually made copies of the copyrighted disks or not, it improperly used them. The disks were merely licensed to ISC’s customers, so at the very least Altech would be liable as a contributory infringer. See American Int’l Pictures, Inc. v. Foreman, 576 F.2d 661, 664 (5th Cir.1978). Altech objects to several aspects of the magistrate’s findings on Altech’s misappropriation of trade secrets and interference with the contractual relations between ISC and its employees. First, Altech argues that ISC did not present any evidence that any employee or former employees had access to trade secrets. In fact, there was a substantial body of evidence on this point. PX 92, 93; Affidavit of David Hardy, ¶¶ 11-15; Tr. 148-159. Second, Altech argues that the non-disclosure clause of the ISC employee agreement is so broad that it makes the entire agreement unenforceable. Altech bases this argument exclusively on Illinois case law, despite the fact that the agreements specifically provide that they are to be interpreted under Washington law. Exhibit B to Altech’s Objections to Magistrate’s Report. Altech has not informed us why we should ignore the parties’ selection of Washington law, which was reasonable given the fact that ISC’s headquarters is located in Washington. See Sarnoff v. American Home Products Corp., 798 F.2d 1075 (7th Cir.1986). Even under Illinois law, though, we find that the employment agreements are enforceable. Altech argues that the agreements are unlimited as to time and geographical territory. The agreements in fact do contain what amounts to a reasonable time limitation because the disclosure is only prohibited while the information remains confidential. The absence of a geographical limitation is reasonable because ISC is a nationwide corporation. Third, Altech objects to the magistrate’s findings on interference with contractual relations because it contends that ISC has not shown that failure to issue an injunction will result in irreparable harm. To the contrary, ISC has demonstrated that Altech has hired former ISC employees with confidential information and, taking advantage of its lack of training costs, plans to expand into the Chicago area to compete with ISC. Estimating ISC’s loss of business from the threatened expansion would involve speculation, so that ISC’s injury cannot be adequately compensated with money damages. While Altech contends that ISC’s alleged unreasonable delay in bringing suit negates a finding of irreparable harm, this suit was not unreasonably delayed. ISC filed suit in November of 1989 and moved for a preliminary injunction on April 17, 1990. Sixteen of Altech’s employees were hired after the fall of 1989. Altech argues that most of the items which the magistrate found were trade secrets were actually matters of general knowledge. In support of this contention Altech invites us to review “the testimony of all witnesses presented.” We decline this invitation, as a great deal of relevant evidence demonstrates that ISC’s software and technical information are entitled to trade secret protection. Affidavit of Marc Lewis at ¶¶ 2-10, 14-16; Affidavit of Joseph Taylor at ¶¶ 7-9; Hardy Affidavit at ¶ 6; Affidavit of Scott Schmidtman at ¶¶ 2-7. Altech also objects to the magistrate’s trade secret findings on the grounds that no contractual relationship existed between itself and ISC, but presents no case law in support of this proposition. Similarly, while Altech contends that the injunction must be limited to the state of Illinois, the case law is to the contrary. See Instrumentalist Co. v. Marine Corps League, 509 F.Supp. 323 (N.D.Ill.1981). The magistrate’s findings were amply supported by the evidence, and his proposed order is necessary to protect ISC from irreparable harm. We therefore adopt the magistrate’s report and recommendation, which is attached to this opinion. We also will issue the magistrate’s proposed order. REPORT AND RECOMMENDATION JAMES T. BALOG, United States Magistrate Judge. This matter was referred to the undersigned Magistrate to hear the plaintiff’s ISC-Bunker Ramo Corporation (“ISC”) motion for preliminary injunction and thereafter to submit a report and recommendation. A hearing was held on May 2, 3, and 4, 1990. The evidence consists of (i) exhibits specifically admitted into evidence; and (ii) oral testimony at the hearing, from Joe Taylor, Marc Lewis, David Hardy and Scott Schmidtman, who were called by ISC, and James Ulsenheimer and Terry Weatherby, who were called by the respondent, Altech, Inc. (“Altech”). The record also consists of 22 affidavits and accompanying exhibits. ISC presented four affidavits prior to the hearing (a portion of the affidavit of Scott Schmidtman was struck), and then called each of those four affiants as live witnesses, and each was then subject to cross-examination by Altech. Altech submitted eighteen affidavits. Of those affiants, Altech called only one to give live testimony, Mr. Ulsenheimer. The only other live witness called by Altech was Mr. Weatherby (from whom no affidavit had been previously submitted). Finally, the record consists of the depositions of Altech’s owners and senior management, Gary Fries, Gary Beyer, and William H. Simpson. Messrs. Fries and Beyer were at the hearing, identified by Altech as possible witnesses, but were not called to testify. I now submit the following: I.PROPOSED FINDINGS OF FACT A. JURISDICTIONAL FINDINGS 1. ISC is a Washington corporation, headquartered in Spokane, Washington. It does business with customers located throughout the United States and in foreign countries. It has several regional offices, one of which is located in Oak Brook, Illinois. ISC has many present and potential future customers located in the Northern District of Illinois. 2. Altech is a Missouri corporation with its principal place of business in St. Louis, Missouri. Altech is doing business in various areas throughout the United States, including Illinois. Starting in or about September, 1989, Altech appointed Jim Ulsen-heimer as its sales manager for the Chicago area, and began actively soliciting business in this District. By the time of the hearing, on May 2, 1990, Altech had made 14 written proposals to financial institutions in the Chicago area, and had already begun servicing one of those institutions on a trial basis, namely the Enterprise Savings Bank on Wacker Drive, in Chicago. In addition, Altech services several financial institutions in other cities in Illinois. B. BACKGROUND FACTS ABOUT ISC’S BUSINESS 3. ISC produces complex computer systems specifically intended for financial institutions such as banks and savings and loans. ISC designs, manufactures, installs, updates, maintains and services these systems. 4. ISC’s computer systems are designed to enable financial institutions and their employees to perform many banking transactions efficiently, such as making journal entries, cashing checks, recording deposits, or generating loan documents. 5. ISC competes with such computer industry giants as IBM, NCR, and UNISYS and consequently, ISC invests a substantial amount of money not only on the original design of its systems, but also on the continual update, refinement and improvement of those systems. In this manner, ISC seeks to make its systems the most efficient, the most reliable, and, thus, the most desirable to the financial community. 6. ISC began designing its computer systems in 1977. It was a small company, which by 1979 still had only about 70 employees. ISC designed what is referred to in the industry as a “proprietary architecture” computer system, which means that ISC did not make the design of its computer system available to outsiders so that they could create software to run on the system. While most of the component parts used as the “building blocks” of the ISC computers are generally available on the open market (microprocessors, proms, switches, cabling, and the like), the design of the use and interrelationships of the components is original to ISC and kept confidential. 7. (a) ISC also creates original computer programs to operate its computer systems. Such programs, which consist of instructions to the computer telling it what to do, are generally referred to as “software.” The instructions are written in different types of computer language. The most basic language is referred to as “object code,” which the computer can read, but which is virtually unintelligible to people. (b) People, in contrast, generally write programs in “source code,” which is a language comprised of words and symbols that resemble English. A device exists (with its own conversion “program”) which automatically converts “source code,” that people can work with, to “object code,” that a computer can read. 8. Since its inception, ISC has been heavily dependent on the creative efforts and technical advancements of its engineers. As the company’s employment force grew over the years to between 1,000 and 2,000 employees, it hired and trained hundreds of engineers. These engineers were employed in essentially three separate groups. One group designs and develops the “hardware,” which comprises the computer system. Another group designs and develops the software. And still another group is devoted to product support; it develops the service manuals, diagnostic software, and training programs so that ISC’s systems can be effectively and efficiently installed, maintained, repaired, and improved. C. THE EVOLUTION OF ISC’S COMPUTER SYSTEMS 9. Over the past twelve years, ISC has developed five basic computer systems. One of ISC’s earliest systems was called the “8-Window” system. It allowed eight bank tellers to each have a video screen and input keyboard. All of the data going to and from each teller was processed by one central data processing device, referred to as a “CPU” (i.e. “central processing unit”). 10. ISC’s engineers next developed a system that could service more than eight tellers at a time. It is called “Pinnacle.” Instead of one central processing unit, which could only handle “eight windows,” the engineers built data processing capability into each teller’s machine. Now the system was no longer limited by the capacity of a single “central” processing unit. The system could service many more tellers, whose terminals performed their own data processing. Instead of a CPU, the Pinnacle system used a central “branch concentrator” which, in effect, “concentrated” the data that was being processed at each teller terminal. 11. ISC’s first Pinnacle system, which included ISC’s first branch concentrator (“BCI”) and first workstation (“WPI”), was then improved and expanded by ISC’s engineers. The next generation of the Pinnacle system consisted of a re-designed branch concentrator (“BCII”), and re-designed teller “workstations,” called “WPII/SWP,” “WPIII,” and “WPIV.” 12. Thereafter, ISC developed another variant of its Pinnacle computer system, which it called “PSP,” for “Pinnacle Shared Processor.” This newly designed “processor” allowed ISC customers who had the original “8-Window” system to expand those systems by marrying them to the newer “Pinnacle” systems. 13. Finally, in or about early 1988, ISC introduced its newest computer system called “Pinnacle Plus.” It has a newly designed branch concentrator, referred to as “BCIII,” and a new teller “workstation,” referred to as “WPV.” The evolution of ISC’s computer systems during the twelve years from 1978 to 1990 is shown on PX 98. D. THE DEVELOPMENT OP ISC’S SOFTWARE 14. The development of new “hardware” systems requires the development of “software.” As the hardware design changes, new programs must be written, or existing programs modified, in order to accommodate (or take advantage of) the hardware developments. Also, developments in software design allow new hardware to be designed to take advantage of the additional software capability. 15. Consequently, as ISC developed each new computer system, it had to develop new “software” to operate those systems. Moreover, ISC had to develop various kinds of software for each system. Software is commonly developed to be used in layers. The basic “layer” is referred to as the “operating system.” This tells the computer how to perform basic functions necessary to achieve the end results that the customer needs. Additional programs are then written, to be used “on top of” the operating system, which tells the computer how to perform the finished tasks that a customer desires, whether it be the recording of journal entries, the preparation of a spread-sheet, or the creation of loan documents. These specific programs are called “application” software. 16. Initially, for its “8-Window” computer system, ISC developed an operating system, and also developed customer application programs to run with it. The “8-Window” system needed only one such “operating” system because it had only one central processing unit. But the Pinnacle system needed several operating systems, because each different computing device capable of processing information required its own unique operating system. Thus, for example, as part of its Pinnacle system, ISC had to develop separate operating systems and accompanying application programs for the BCI branch concentrator, the BCII branch concentrator, the BCIII branch concentrator, and for each of the workstations, i.e., WPI, WPII/SWP, WPI-II, WPIV, and WPV. 17. (a) ISC also developed a completely separate category of software for its computer systems, referred to as “diagnostic” and “development” software. These programs do not instruct the computer on how to process information for the customer’s use. That is the function of the operating systems and customer application programs previously discussed. (b) Rather, ISC developed a completely separate group of programs which instruct the computer on how to locate, diagnose, and even correct malfunctions. And again, this software is developed to work in layers. There is an underlying “operating system” used for these special diagnostic and development purposes, which is known as “IDOS” (i.e., “ISC Development Operating System”). In addition, ISC’s engineers developed a group of diagnostic utility programs to run on top of IDOS, which include such programs as “WINUTIL,” “WIN-GEN,” “WINMAP,” and “WINCHESTER UTILITY,” “VE,” “EL UTILITY 180,” “UT-VERSION 175D.” {See, PX103) (c) As ISC’s computer hardware has evolved, the diagnostic software (like the “application” programs and operating systems) has also had to be modified and re-designed. E. THE DEVELOPMENT OF ISC’S SERVICE MANUALS AND TECHNICAL BULLETINS 18. In addition to hardware and software, ISC’s “product support” group has had to develop the tools and expertise necessary to support the installation, repair, maintenance and improvement of ISC’s hardware systems and software. Among other things, they develop all of the service manuals and technical bulletins on how to properly and efficiently install, repair, maintain, and upgrade ISC computer systems. They also develop and implement extensive formal training programs and procedures, in order to teach the conventionally skilled computer service engineer all of the special knowledge, skills and procedures they need in order to work with ISC’s systems. In this regard, ISC maintains more than 400 field service engineers (“FSE’s”) located throughout the country, each of whom has been given up to seven weeks of specialized training on ISC computer systems at ISC’s training facility in Spokane, Washington. 19. ISC’s support engineers have established specific procedures for isolating problems with ISC equipment, developing solutions for those problems, and disseminating that information to the FSE’s. All problems encountered by the FSE’s in the field are monitored. The most frequent are isolated and addressed at the bi-weekly meetings of the Field Failure Review Board. The problems are then assigned-out to the appropriate engineering group to develop a solution, whether it be a re-design of certain hardware, the development of a new repair procedure, the re-design of certain software, or some combination of the above. After a proposed solution is devised, it is sent to a specific field location for testing. If the solution works, it is fully documented and sent to the FSE’s by way of a “technical bulletin.” These bulletins are then periodically incorporated into the appropriate service manual for the equipment or software in issue. 20. The service manuals for ISC’s computer hardware, alone, are voluminous. They would substantially fill the trunk of a FSE’s automobile, and are far too voluminous for ready access and use. As a result, starting in 1985, ISC’s support engineers created a separate compilation which contains the technical information from all of the service manuals that a FSE would most commonly need in performing installation, repair and maintenance services. This compilation is called the Field Service Pocket Reference Guide sometimes referred to as the “The Guide” or the “Pocket Guide”. It has gone through several revisions to accommodate the changes and updates to ISC’s computer systems. The most recent version of The Guide (i.e., “Rev. 4, Change B”), was released in January, 1989. ' F. ISC’S TRAINING PROGRAMS 21. As previously stated, ISC has a formal training program to teach the special skill and knowledge necessary to effectively install, service, repair and up-grade its computer systems. ISC has an entire book of outlines for the training courses available to its FSE’s. The course outlines also state the extent of prior experience and training required as a pre-requisite to ISC’s special training programs. In this regard, ISC does not teach basic electronics, or' repair and maintenance skills. Its FSE’s are required to have a basic education in electronics (mostly from technical schools, or the armed services), and some general experience, skill and knowledge in computer repair and maintenance. ISC’s courses then teach the special knowledge and skills one must learn in order to effectively and efficiently service, install and maintain ISC’s unique systems. 22. ISC’s training school issues and uses ISC’s field service manuals and The Guide as reference materials for the FSE’s. Each course outline details the ISC reference manuals to be used in that training curriculum. The FSE’s are given classroom lectures from those manuals, and are then given “laboratory” work where they learn to apply the instructions to ISC’s computer systems. G. ISC’S INVESTMENT IN ITS TECHNOLOGY 23. ISC has made, and continues to make, a significant investment in the development, improvement and updating of its (i) computer systems, (ii) software for customer applications, operating systems and diagnostics, (iii) service manuals and technical bulletins, and (iv) training of FSE’s. 24. The development and updating of the IDOS operating system, alone, which is used for diagnostic purposes, has required tens of thousands of hours of engineering time. ISC has invested still more time, effort, and resources in the development of its service manuals, The Guide, and its continuing programs to isolate and solve service and maintenance problems, which are reflected in the update versions of the service manuals and The Guide. ISC has invested substantial additional sums of money in training the more than 400 FSE’s that it employs throughout the country. It maintains a separate facility for training, including a staff of instructors and technical writers, and pays the salary, room, board and traveling expenses of the FSE’s as they attend school. Each FSE is normally sent to Spokane for specialized training within weeks of being hired by ISC. And, as new systems are introduced by ISC, its existing FSE’s are typically brought back to Spokane for additional training. H. THE CATEGORIES OF TECHNOLOGY WHICH ARE THE SUBJECT OF THIS LAWSUIT 25.The technology created by ISC which is the subject of this lawsuit, can be summarized as follows: (a). Computer Programs (i.e., “Software") This category of technology includes the special operating system written for diagnostic and development purposes by ISC, known as IDOS, and the special diagnostic utility programs written by ISC that run “on top of” IDOS. This category of technology also includes certain of the special operating systems that ISC wrote for use in running customer applications. (b). Service Manuals, Technical Bulletins, and The Guide This category includes the written compilations, and the special technical information contained in them, all of which was developed by ISC for use in installing, servicing, repairing and upgrading its equipment. (c). Training Programs and Materials This category includes the special skill, knowledge and training provided by ISC to its FSE’s. They obtain this special skill and knowledge during ISC’s formal training programs, which include the information contained in ISC’s service manuals, technical bulletins and The Guide. Thereafter the FSE’s use the information taught to them, and continually obtain updated information, which is available from technical bulletins and updated versions of ISC’s Guide and service manuals. In addition, technical information and procedures are regularly exchanged among ISC’s FSE’s and support engineers. 26. ISC protects the technology which it has developed under the federal Copyright Act, and as trade secrets and confidential information under state law. As more fully discussed in the “Conclusions of Law” section below, these laws protect innovating companies from misappropriation and unauthorized use and disclosure of their technological advancements, so that they can recover, and thus economically justify, the investments required to generate the technology in the first instance. I. PROTECTION UNDER THE FEDERAL COPYRIGHT ACT 27. Each of the computer programs identified below is an original work (or a derivative of an original work), created by ISC’s employees. Each is subject to protection under the federal Copyright Act, 17 U.S.C. § 101 et seq. ISC has applied for Certificates of Registration from the Registrar of Copyrights for each of the programs. Certificates have been issued for the programs as indicated immediately below, and applications are pending for the others: (a). IPOS Operating Programs For Diagnostic Use (See, PX102): Work Cert, of Reg. No. Date Issued IDOS V1.2 TXU-396-031 01/03/90 IDOS 937 and 437 TXU-396-029 01/03/90 IDOS 940 and 440 Application filed 04/23/90 IDOS 950 and 450 TXU-396-026 01/03/90 IDOS 960 Application filed 04/23/90 IDOS 460 TXU-402-607 02/28/90 (b). IPOS Utility Programs For Diagnostic Purposes (See, PX103): Work Cert, of Reg. No. Date Issued Makeprom, Trancomp, Tranxref, FTRNMAIN, DESCMAIN, DA TXU-396-032 01/03/90 WINUTIL, WINGEN, WINMAP TXU-396-030 01/03/90 WINCHESTER UTILITY, VE, EL UTILITY 180, VT-YERSION Separate applications filed 04/23/90 (c). ISC Workstation Operating Systems (See, PX104): Work Cert, of Reg. No. Date Issued Application filed 4/23/90 Version 401A TXU-396-028 Version 405A TXU-396-028 01/03/90 TXU-396-027 Version 405E TXU-396-027 01/03/90 Application filed 4/23/90 Version 410A (d). ISC Field Service Pocket Reference Guide (“The Guide”) (See, PX100): Work Cert, of Rev. No. Date Issued Original Release of The Guide TXU-402-612 02/28/90 Revision 1, July, 1985 TXU-402-611 02/28/90 Revision 2, November, 1986 TXU-402-605 02/28/90 Revision 3, January, 1987 TXU-402-610 02/28/90 Revision 4, March, 1988 TXU-402-609 02/28/90 Revision 4, Change “A”, August, 1988 TXU-402-608 02/28/90 Revision 4, Change "B”, January, 1989 TXU-402-606 02/28/90 J. PROTECTION UNDER THE UNIFORM TRADE SECRETS ACT (a). ISC’s Guide, Service Manuals, and Technical Bulletins 28. ISC’s Guide (PX20) Service Manuals (PX93(a) through 93(g)), and technical bulletins (PX96) are compilations of valuable technical information and procedures. They have been compiled at great effort and expense by ISC, and are extremely useful tools for its business. As such, and as discussed more fully in the Conclusions of Law, these compilations fall squarely within the definition of a trade secret. See, e.g., Ill.Rev.Stat., ch. 140 ¶ 352(d) (A “trade secret” is “a ... compilation, formula, ... data.”). 29. The compilations identified above would constitute trade secrets of ISC even if ISC had not developed virtually all of the technical information and procedures set forth in them. This is because the effort of compiling useful information is, of itself, entitled to protection even if the information is otherwise generally known. But here, ISC also developed virtually all of the technical information and procedures set forth in its compilations. That information and those procedures, independently, constitute ISC trade secrets. Although the volume of this information and procedures is vast, that does not detract from their status as trade secrets; it merely confirms the huge and continual effort by ISC to create the information and procedures in the first instance. The information and procedures are identified in the compilations; and as previously stated, virtually all of it was created by ISC for use in connection with ISC computer systems. 30. ISC has undertaken reasonable efforts to keep its compilations, technical information, and procedures from becoming generally known outside of ISC and those third-parties who by contract (i.e., “license”), custom and usage, or fiduciary duty are obligated not to use or disclose such information without ISC’s consent. 31. ISC’s efforts to keep secret its service manuals, The Guide, technical information, and procedures include the following: (a)As a matter of policy and practice, documents which contain trade secrets or other confidential information are marked as “proprietary” to ISC. ISC explains in legends on documents, and in training sessions, that a document marked “proprietary” means: All information contained in this publication is confidential and proprietary. The information is the property of ISC Systems Corporation and shall not be duplicated or reproduced in any manner without express written permission. This information is supplied for the sole use of the individual to whom this publication has been issued. Except for its intended purpose relating to the recipient’s employment or contract terms with ISC, the information shall not be used or disclosed by the recipient. See, e.g., PX 20, inside cover; PX 93(a), inside cover. (b) All employees are required to sign a memorandum of employment, which contains a specific confidentiality provision, as a condition of employment. (c) Technical compilations and information are not generally available or distributed to all ISC employees. They are distributed and available to employees only on a “need-to-have” basis, in accordance with their job responsibilities. The lists of authorized recipients of specified categories of information are updated and purged, to account for personnel changes. An employee that desires access to a particular category of information, but is not on the required distribution list, must make a special request and demonstrate a job-related need for the information. Management then reviews the request and decides if distribution to the employee is appropriate. (d) Upon termination of employment, an employee is required by ISC to return all ISC property and proprietary information, and the employee’s inventory is checked against company records. The terminated employee is also required to participate in an exit interview with the company. (e) ISC does not distribute its service manuals or technical bulletins to its customers, except for those customers who are on ISC’s self-maintenance program and have confidentiality agreements with ISC. The Guide is never given to a customer. Thus, as a general practice, ISC does not distribute these manuals or bulletins with its computer systems. The customers receive only “user guides,” which tell them how to use the equipment. They do not receive the extensive manuals and information on how to install, maintain, repair, and upgrade the systems. (f) Any customer desiring access to technical information beyond the “user” level must make a special request and demonstrate a particular need for the information. Such customer requests are infrequent. Those that do come in are reviewed by management, which decides whether distribution of the requested technical information is appropriate. If the request is approved, the customer must agree to preserve the confidentiality of the information. As a matter of company policy, schematics are not provided to customers. To the extent FSE’s must work with a customer to solve a specific problem, the customer is given access only to that information necessary to address its specific problem. (g) Customers, such as those on ISC’s self-maintenance program, who desire to receive training from ISC, must sign a nondisclosure agreement before attending classes or receiving training materials. (b). ISC’s Computer Software Are Trade Secrets 32. The computer programs which ISC has created also are protectable as trade secrets, and fall squarely within the statutory definition. See e.g., Ill.Rev.Stat. ch. 140 H 352(d) (a “trade secret” is “a ... program”). 33. ISC has similarly taken reasonable efforts to maintain the secrecy of the design and logic of its computer programs. ISC’s computer programs are only distributed in object code, which is not intelligible to human beings. The source code for ISC’s IDOS programs, and its workstation and branch concentrator operating systems, is tightly controlled. Access to IDOS source code is limited to a select number of employees in ISC’s Spokane, Washington headquarters. The IDOS source code is not sent to ISC employees in the field, nor is it provided to third-parties. Source code for ISC’s other operating systems is also maintained in ISC’s Spokane headquarters, and access is similarly restricted. 34. Consistent with the common practice in the computer industry respecting commercial systems, ISC provides its computer programs to customers only by way of a license agreement. ISC does not sell its computer programs to anyone. The license agreements provide that ISC owns the programs, and the customer agrees not to make any copies (except for back-up purposes), and not to re-distribute the programs to anyone. The customer further agrees that the information contained in the program is confidential, and will not be disclosed without ISC’s prior written consent. (c). ISC’s Efforts To Maintain Secrecy Have Been Successful 35. (a) ISC’s efforts to maintain the secrecy of its service manual, The Guide, the technical information and procedures contained therein, and its computer programs, have not only been reasonable, as previously stated; they have been successful. (b) The evidence shows, on a “big-picture” basis, that ISC has more than 2,500 customers, many of whom have multiple locations. ISC has more than 1,000 employees; and it has hundreds of FSE’s and support personnel. Nonetheless, as the evidence also shows, ISC’s secrecy measures have been sufficient to cause the industry to acknowledge that ISC’s computer systems and its software are “proprietary.” (c) Other than from ISC’s proprietary publications and software, there are no readily available sources for the information, technology, and procedures contained within ISC’s service manuals, The Guide, or ISC’s software. 36. (a) Alteeh's own conduct confirms that ISC’s procedures have been successful. Altech admits that it does not have any service manuals for ISC’s computer systems except for The Guide. As to The Guide, Altech admits that it “found” only one copy — a subject addressed further below — and then made copies of that one Guide for each of Alteeh’s field service engineers. The copy that Altech concedes it had, contained “proprietary” notices, which Altech unsuccessfully attempted to obliterate in the process of copying and redistributing it to Alteeh’s employees. (b) Similarly, the information in ISC’s computer programs, including their logic and design, are not generally known. Al-tech concedes that it does not know that information, and does not create its own programs. Rather, as discussed further below, Altech unlawfully obtains, copies, and distributes ISC’s programs to its employees. (c) Altech also hires ex-ISC employees, who have been extensively trained by ISC. Currently, it has 22 of them. In this manner, Altech has available to it, and to all of its field service engineers, the most current ISC technology, relating to the most current ISC computer systems. In contrast, Altech has only a few field service technicians who work on ISC equipment and are not ex-ISC employees. 37.Although Altech attempted at the hearing to find and focus upon “leaks” in ISC’s security procedures, so as to demonstrate that they were not “reasonable,” the evidence was to the contrary. ISC’s technology remains generally perceived in the industry as “proprietary,” and Altech had to obtain and disseminate that information in an unauthorized fashion. Moreover, even the leaks that Altech attempted to find, were largely rejected by the evidence. For example: (a) One of Altech’s current employees submitted an affidavit stating that he had worked at a certain bank that was a “self-maintainer” of ISC equipment, and that ISC had trained the bank employees without ever obtaining “non-disclosure” agreements from the bank or its employees. ISC then refuted these assertions by introducing non-disclosure agreements executed by the bank and its employees, including the affiant. (b) Altech submitted form affidavits from seven prior ISC customers, stating in vague and conclusory fashion that ISC “sold” its software to them, and that they were free to re-sell the software (without ever stating that they did so). ISC then refuted these assertions by introducing the transaction documents with each such customer (which Altech’s affiants never addressed). In each instance, the documents stated that the software was licensed, not sold; remained the property of ISC; and the customer agreed that the software would not be disseminated or disclosed to others without ISC’s prior written consent. Consequently, I have determined to put no weight on Altech’s seven “Form Affidavits.” K. PROTECTION AGAINST ALTECH’S INTERFERENCE WITH ISC’S EMPLOYMENT AGREEMENTS 38. ISC, as previously stated, enters into employment agreements with each of its employees who it trains, or who otherwise might have access to ISC’s trade secrets or confidential information. 39. ISC’s employment agreements do not preclude an ex-employee from “competing” against ISC after termination. The only post-termination constraints relate to the use or disclosure of ISC’s confidential information. The ex-employee is precluded from using or disclosing ISC’s confidential information only so long as it is otherwise maintained as confidential. This prevents the ex-employee from destroying the confidentiality of ISC’s technology, but is no more restrictive on him than the rest of the public, which remains generally unaware of the information. 40. Likewise, the ex-employees are precluded from taking only those competitive positions that would inherently call upon them to use technology of ISC that remained confidential. In all other respects, ISC’s employees are free to immediately take any job in the computer industry (and can, for example, immediately begin servicing other brands of computer equipment, including equipment used by banks and other financial institutions). L. ALTECH’S BUSINESS AND ACTIVITIES 41. Defendant, Altech, is a Missouri corporation, with its principal place of business in St. Louis, Mo. 42. Altech is in the business of servicing computer systems manufactured by ISC and others. It maintains a staff of field service engineers located in various areas throughout the country, and services equipment on a nationwide basis. 43. Approximately 15 to 20% of Altech’s business relates to the servicing of ISC computer equipment. 44. Altech is currently engaged in an extensive effort to obtain new business in the Chicago area for servicing ISC computer systems. It has made at least fourteen written proposals to major financial institutions located in the Chicago area. One has been tentatively accepted, and Altech is providing service there on a trial basis. The other proposals are outstanding. Al-teeh has recently hired a field service engineer who resides in the Chicago area to service its new customer. That service engineer is also an ex-ISC employee who was specially trained by ISC. 45. Altech widely proclaims its ability to provide the most complete, up-to-date and efficient service and maintenance for all of ISC’s computer systems, at prices substantially less than ISC’s. 46. Altech offers its “up-to-date” and “complete” service for ISC systems without maintaining any staff or facilities for writing, developing and updating computer operating and diagnostic software; or for researching, developing and updating field service manuals and bulletins; and Altech has no training materials, and virtually no program for training its service technicians in the service and repair of ISC systems. 47. Instead, Altech appropriates the necessary special technology, manuals, programs, and training from ISC (at no expense to itself), as more specifically discussed below. M. ALTECH COPIED ISC’S GUIDE 48. The only service manual that Altech purported to ever have for ISC equipment is The Guide. Mr. Fries of Altech admitted making copies of that manual, and providing them to each of Altech’s field service engineers. Mr. Fries repeatedly testified in his deposition that he never realized The Guide had been created by ISC, or was “proprietary” to ISC, or was copyrighted by ISC. It is difficult to believe that a single copy of The Guide was found among “used equipment,” as Fries téstified at his deposition, and that this “found” copy happened to have no front page (where ISC’s name is printed), no inside page (where ISC’s proprietary legend and copyright notice is printed), and “blank” sections on the very bottom of each of more than 300 pages (where ISC also printed the word “proprietary” and the page number). 49. In addition, Mr. Fries provided a copy of The Guide to more than eighteen ex-ISC employees, each of whom had one at ISC. Many of them would have just turned their Guides back in upon leaving ISC, only to immediately receive another (without cover pages, etc.) from Mr. Fries. Under these circumstances, it is even more difficult to believe Mr. Fries’ deposition testimony that he did not know (and no one told him) that he was making and handing out copies of ISC’s Guide. 50. Still further, the various copies of The Guide obtained from Altech demonstrated, contrary to Mr. Fries’ testimony, that Altech had a complete version of the ISC Guide, replete with “proprietary” notices which Altech attempted to obliterate. Some of Altech’s copies still had the word “proprietary” on certain pages. On one copy, the use of “white-out” could be physically observed; moreover, it only partially obliterated the word “proprietary.” And two copies obtained from Altech contained handwritten page numbers on the otherwise “blocked-out” bottom of each page. These handwritten numbers correspond exactly to, and had to be copied from, the printed page numbers on an unaltered version of ISC’s Guide. N. ALTECH COPIED AND OTHERWISE UNLAWFULLY OBTAINED ISC SOFTWARE 51. Altech also unlawfully obtained and used ISC’s diagnostic software. It has never written or developed its own. It made unauthorized copies of ISC’s IDOS disks, and provided a copy (together with a copy of ISC’s Guide) to its field service engineers. 52. Altech contends that it did not “copy” the IDOS disks, but rather obtained all the IDOS disks it needed from “used” ISC computer equipment that it purchased or brokered. The contention is both irrelevant and not credible. The IDOS disks found in the possession of its field service engineers were not in the form distributed by ISC. Disks become unique through usage in the field. Altech’s collection of IDOS disks fell into distinct groups of multiple identical copies of several unique disks. This indicated that multiple copies had been made long after the disks left ISC’s library. Also, one of the disks, for which Altech had multiple copies, contained an error. Only a company in the position of Altech, who did not have ready access to another IDOS disk, would likely proliferate that error by making copies of a defective disk. (a) IDOS Group 2 which consisted of 4 disks (PX107) had the “mistake file” missing from each copies disk, so it is apparent that only an ISC trained person could use these IDOS disks in a meaningful way. 53. Also, Altech’s own testimony rejected its counsel’s argument. While counsel argued, orally and in briefs, that IDOS floppy disks were abundantly available in used equipment purchased or brokered by Altech, the principles of Altech, Mr. Fries and Mr. Beyer, testified at their depositions that IDOS disks were in “great demand,” were “rare,” and were “in short supply.” Consequently, it does not appear likely, for example, that Altech would have found seven identical copies of a unique IDOS disk in used equipment; it appears much more likely that a single IDOS disk, being “rare” and “in great demand,” would be obtained by Altech, and copied and distributed to its field service engineers. Significantly, Al-tech produced no IDOS disks other than the ones it provided to its field service engineers, and a single extra disk kept at its main repair facility. These facts do not support counsel’s assertion that IDOS disks could be found everywhere in used ISC equipment. Mr. Fries and Mr. Beyer were present at the hearing, identified as possible witnesses, but were not called to refute their deposition testimony that IDOS disks were rare. 54. In addition, Altech knew, or at least should have known, that whatever IDOS disks or other ISC software it found in used equipment was being re-distributed in violation of ISC’s license agreements. As Mr. Weatherby of Altech admitted, based on his extensive personal experience in the computer business, software for commercial computer installations is almost always licensed. ISC’s software, to Mr. Weather-by’s knowledge, has always been licensed. The customers who had ISC computer systems did not own the software, and had no right under their licenses to re-distribute it to anyone. Apart from industry practice, and Mr. Weatherby’s knowledge, Altech had ready access to many transaction documents whereby ISC licensed its software to its customers. Altech’s current customers would have had transaction documents with ISC that contained those same standard license provisions. 55. (a) A service and repair business, such as Altech’s, also needs computer operating systems to “hot stage” (i.e., test in actual operation) repaired or reconditioned electronic boards, replacement parts, or system components. (b) Altech has never developed any of its own software for these purposes. Again, it obtains and uses ISC’s copyrighted operating programs, in violation of ISC’s license agreements and copyrights, to do its hot staging. o. ALTECH INTERFERES WITH ISC’S EMPLOYMENT AGREEMENTS 56. Finally, Altech has virtually no program or facility for training the conventionally skilled computer technician in the special skills and knowledge necessary to efficiently update, modify, service, and repair ISC computer systems. Instead, Al-tech hires technicians whom ISC has put through its extensive training programs, and — in direct violation of their employment agreements — uses these former ISC employees to service ISC computer systems, and to transfer ISC’s most recent technical information, techniques, know-how, and confidential information to Al-tech’s other technicians. 57. In total, Altech has hired at least 22 ex-ISC employees, all of whom have been specially trained by ISC. Eighteen of those ex-ISC personnel have been hired by Altech since February, 1989. 58. The importance of the special knowledge and skills taught by ISC during its training programs was confirmed by the testimony of Altech’s Sales Manager, Mr. Ulsenheimer. He, too, is an ex-ISC employee. He left ISC in 1985 to join a bank and to run a self-maintenance program for the bank’s ISC computer system. Mr. Ul-senheimer had been trained while at ISC on all ISC systems that existed prior to his departure. By the time Ulsenheimer left ISC, he also had four years’ experience working on ISC systems, and gained two more years’ experience while working at the bank on ISC equipment. Then, in late 1987, the bank acquired ISC’s updated computer system, the “Pinnacle Plus,” which had newly designed branch concentrators and workstations. Notwithstanding his extensive prior training and experience, Mr. Ulsenheimer needed and requested additional special training from ISC on this new system, for himself and his staff. ISC then sent a technical instructor to the bank for four days to provide the training, together with service manuals and video tapes. For this training, ISC charged and the bank paid $10,000.00. 59. The technical information and procedures created by ISC, compiled in its service manuals and The Guide, and taught in ISC’s training programs, represent special knowledge and skill, not readily ascertainable by computer repair and service technicians with conventional skills and experience. This is confirmed by (i) the specialized nature of the information itself, (ii) the fact that ISC spends so much time and effort developing the information, (iii) the fact that ISC spends so much time and effort teaching the information to ordinarily skilled and educated computer technicians, (iv) the fact that the information is not readily available or ascertainable from any source other than ISC’s service manuals and training programs, (v) the fact that a service organization such as Altech hires so many ISC trained technicians, and equips them with ISC’s Guide and diagnostic software, (vi) the fact that a very experienced service engineer like Mr. Ulsenheimer must obtain additional training and manuals when ISC develops an updated computer system, and (vii) the fact that ISC’s computer systems are generally recognized, as Altech concedes, to be “proprietary.” 60. Altech has hired the ex-ISC employees identified below. Each received substantial specialized training at ISC, had access to ISC’s confidential service manuals, software and technology, including updates of the same, and gained substantial experience at ISC predicated on that specialized training and those confidential materials. Each also executed a written employment agreement with ISC, pursuant to ISC’s standard practice. The ISC ex-employees hired by Altech are (See, PX101): NAME LAST TITLE HELD DATE OF HIRE BY ISC DATE OF TERMINATION OF EMPLOYMENT WITH ISC DATE STARTED WITH ALTECH Gary Fries F.S.E.II 01/11/82 05/22/85 10/87 Gary Beyer F.S.E.II 09/07/82 06/21/85 10/87 Jon Stetson F.S.E.II 03/05/84 03/07/86 04/88 Bill Simpson Sr.S.R. 12/21/81 09/16/85 09/88 Jim Ulsenheimer F.S.Mgr. 10/04/82 01/03/86 02/89 Paul Pagano D.S.S. 11/01/84 03/10/89 03/89 Roger Dell F.S.Mgr. 10/01/79 05/12/89 09/89 Roy C. Wagonner C.S.E.III 08/05/85 06/05/89 09/89 Joe Rubertone C.S.E.II 05/13/85 10/06/89 10/89 Dave Winter C.S.E.I 08/10/87 10/16/89 10/89 Robert Henley Sr.S.R. 07/13/81 11/02/89 11/89 Paul Pinick C.S.E.I 07/07/86 11/24/89 11/89 Robert Reilly C.S.E.I 08/10/87 12/08/89 12/89 Brian Koppes C.S.E.I 03/30/87 12/14/89 12/89 Ronnie Smith C.S.E.II 02/08/82 08/11/89 12/89 Mark Garney C.S.E.II 12/17/84 12/26/89 12/89 Gregg Walters Asso.C.S.E. 05/11/87 12/26/89 12/89 Todd Krieg C.S.E.II 04/14/86 01/02/90 01/90 Cliff Cline C.S.E.II 03/14/88 01/03/90 01/90 Kathy Harper C.S.E.II 04/07/86 01/04/90 01/90 Dick Pinkerton C.S.E.II 07/01/85 01/05/90 01/90 Clarence Bultema F.T.S. 02/04/80 01/31/89 04/90 61. To the extent these findings vary from the testimony of James Ulsenheimer, then I have chosen not to credit his testimony. II. PROPOSED CONCLUSIONS OF LAW A. JURISDICTION AND VENUE (a). Subject Matter Jurisdiction 1. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1338(a), and the principles of pendent jurisdiction. The Amended Complaint raises claims arising under the Copyright Act, and also raises pendent claims for trade secret violations and interference with contract, among others. The pendent claims arise from the same nucleus of operative facts as the copyright claims. United Mine Workers v. Gibbs, 383 U.S. 715, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966). 2. In addition, this Court has subject matter jurisdiction of the trade secret and interference with contract claims pursuant to 28 U.S.C. § 1338(b) and 28 U.S.C. § 1332(a). The parties to this action are citizens of different states, and the matter in controversy with respect to both the trade secret and the interference claims exceeds the sum or value of $50,000, exclusive of interest and costs. (b). Personal Jurisdiction 3. This Court has jurisdiction over the person of Altech pursuant to Fed.R. Civ.P. 4(e) and Ill.Rev.Stat. ch. 110, ¶ 2-209, which is incorporated therein. Altech (i) is doing business in Illinois, including the Northern District of Illinois; (ii) has transacted business and committed tortious acts in Illinois, including the Northern District of Illinois, from which a substantial portion of the claims herein arose; and (iii) otherwise has sufficient contacts with Illinois, including the Northern District of Illinois, to warrant the exercise of personal jurisdiction over Altech consistent with the requirements of due process. (c). Venue 4. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1400(a), in that Altech is amenable to personal jurisdiction in Illinois, and therefore may be found in Illinois for purposes of the copyright venue statue. Gallery House, Inc. v. Yi, 587 F.Supp. 1036 (N.D.Ill.1984); Mihalek Corporation v. State of Michigan, 595 F.Supp. 903, 907 (E.D.Mich.1984). 5. Venue is also proper in this judicial district pursuant to 28 U.S.C. § 1391(b) and (c), in that Altech has sufficient contacts with the Northern District of Illinois so as to be subject to personal jurisdiction here, assuming that the District was a separate state; therefore, Altech resides in the Northern District of Illinois for purposes of the general venue statute. FMC Corporation v. Varonos, 892 F.2d 1308, 1313 (7th Cir.1990). B. STANDARDS FOR PRELIMINARY INJUNCTIVE RELIEF 6. ISC has moved for preliminary in-junctive relief, pending trial on the merits, with respect to three of its claims against Altech: copyright infringement, misappropriation of trade secrets, and interference with contract. To obtain a preliminary injunction, ISC must show, as a threshold matter, that it (i) has no adequate remedy at law; (ii) will suffer irreparable harm if the injunction is not granted; and (iii) has a better than negligible chance of succeeding on the merits. Thornton v. Barnes, 890 F.2d 1380, 1384 (7th Cir.1989). 7. Assuming ISC can meet this threshold burden, the analysis shifts to a “sliding scale” consisting of (i) the balance of hardships; (ii) the public interest; and (iii) the actual likelihood that ISC will succeed on the merits. Ibid. The heavier that the balance of hardships and the public interest weigh in favor of ISC, the less that will be required of ISC with respect to its likelihood of success on the merits. Ibid. C. ISC’S COPYRIGHT CLAIMS (a). Irreparable Harm 8. The evidence shows that ISC has, and will continue to suffer irreparable injury for which it has no adequate remedy at law, unless Altech is preliminarily enjoined from infringing ISC’s copyrighted works. 9. Specifically, there is a presumption of irreparable injury in copyright infringement cases, which Altech has wholly failed to rebut. Atari, Inc. v. North American Phillips Consumer Electronic Corp., 672 F.2d 607, 620 (7th Cir.), cert. denied, 459 U.S. 880, 103 S.Ct. 176, 74 L.Ed.2d 145 (1982). In addition, ISC has introduced substantial and uncontroverted evidence of the considerable time and money that it has invested in the development of its copyrighted computer programs, The Guide, and its service manuals. Accordingly, even without the presumption, ISC has shown irreparable harm from Altech’s wholesale copying and unauthorized use of ISC’s copyrighted works. Apple Computer, Inc. v. Franklin Computer Corp., 714 F.2d 1240, 1254 (3d Cir.1983), cert. dismissed, 464 U.S. 1033, 104 S.Ct. 690, 79 L.Ed.2d 158 (1984). 10. The inadequacy of ISC’s legal remedy is also demonstrated by the deliberate and systematic manner in which Altech has infringed ISC’s copyrights works, and the likelihood that Altech will continue to do so unless preliminarily enjoined by this Court. Walt Disney Co. v. Powell, 897 F.2d 565, 567 (D.C.Cir.1990). (b). Likelihood Of Success On The Merits 11. ISC has demonstrated a strong likelihood of success on the merits of its copyright infringement claims against Altech. (1). Validity 12. ISC introduced copyright registrations (or pending applications) for each of its milestone versions of its IDOS and related utilities, its Pinnacle operating systems, its PSP operating systems, and its Guide. These registrations constitute pri-ma facie proof of the validity of ISC’s copyrights in the subject works. Rosenfeld v. W.B. Saunders, 728 F.Supp. 236, 247 (S.D.N.Y.1990); 17 U.S.C. § 410(c). 13. In addition, ISC introduced substantial evidence that the subject works were created by and wholly original to ISC. Al-tech offered nothing to rebut this evidence or the registrations. Accordingly, the Magistrate finds that ISC has valid, registered copyrights in the works as identified in the Findings, ¶ 27, supra. (2). Copying and other infringements 14. The Copyright Act confers the following exclusive rights on the copyright holder: (i) the right to make copies of the work; (ii) the right to prepare derivatives of the work; (iii) the right to distribute the work; and (iv) the right to perform or display the work. 17 U.S.C. § 106. 15. Altech has infringed on two of these exclusive rights with respect to ISC’s copyrighted works: ISC’s right to make copies of its works, and ISC’s right to control distribution of its works. (i). copying of ISC’s field service guide 16. ISC introduced substantial evidence that Altech made multiple unauthorized copies of ISC’s copyrighted Guide. Based on the striking similarities, indeed absolute identity, of the copies in Altech’s possession to ISC’s copyrighted work, ISC has proven infringement of its Guide as a matter of law. Joy Manufacturing Co. v. CGM Valve & Gauge Co., Inc., 730 F.Supp. 1387, 1399 (S.D.Tex.1989). 17. In addition, the evidence shows that Altech had knowledge that the Guide was a copyrighted, proprietary work created by ISC, and attempted to obliterate all proprietary notices in order to conceal its unautho