Full opinion text
MEMORANDUM OPINION AND ORDER REGARDING PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION BENNETT, District Judge. TABLE OF CONTENTS I. INTRODUCTION........................................................1409 A Procedural Background................................................1409 B. Findings Of Fact......................................................1411 1. The Provisional Nature Of Findings And Conclusions...................1411 2. The bagel makers and their products.................................1411 3. Bagels, shelf life, and technology.....................................1412 4. Uncle B’s Bakery’s efforts to protect its secrets........................1413 5. Kevin O’Rourke’s employment with Uncle B’s Bakery..................1416 6. O’Rourke’s employment with Brooklyn Bagel Boys.....................1420 II. LEGAL ANALYSIS ......................................................1421 A Standards For Preliminary Injunctions...................................1421 1. “Dataphase” standards.............................................1422 2. Other standards...................................................1422 B. Application Of The Standards...........................................1423 1. Likelihood of success on the merits...................................1423 a. The law governing misappropriation of trade secrets................1424 i. The Iowa Uniform Trade Secrets Act.........................1425 ii. Is the information in question “trade secrets”?........■.........1428 iii. Is there a likelihood of disclosure by “improper means”?........1429 iv. Likelihood of a successful common-law claim..................1430 v. Substantial defenses........................................1430 b. Non-competition...............................................1432 2. Irreparable harm..................................................1434 3. Balance Of Harm..................................................1436 4. The Public Interest................................................1438 C. The Requirements Of Fed.R.Civ.P. 65(c) & (d)............................1438 1. The scope of a preliminary injunction.................................1438 2. Fed.R.Civ.P. 65(c)’s security requirement.............................1439 III. CONCLUSION...........................................................1440 Although the court had not imagined that supermarket bagels could spawn rivalries more intense than that between cream cheese and butter, the court has discovered in this “trade secrets” case that rival bagel makers hone their competitive edges with as much alacrity as other entrepreneurs. Presently before the court is the application of one maker and distributor of supermarket bagels for a preliminary injunction seeking to protect its “trade secrets” in bagel making and packaging by enjoining a former employee from disclosing those secrets to, or working for, a competitor, and the competitor’s misappropriation of any of those secrets. The court must decide what is, or was, “secret” in this case, and what “secrets,” if any, it should protect. The former employee argues that the “secret” in the case, at least from him, was the non-disclosure and non-competition agreement the bagel maker seeks to enforce against him, but which he claims he never saw, signed, or otherwise agreed to. Governing law and a balance of equities must determine what are protectable secrets in this case, whether those secrets should be protected by a preliminary injunction, and what is the proper scope of such an injunction should the court find that one must issue. I. INTRODUCTION A. Procedural Background Plaintiff Uncle B’s Bakery, Inc., filed its complaint in this matter on February 6,1996, against defendant Kevin O’Rourke, the former manager of Uncle B’s Bakery’s Ells-worth, Iowa, plant, and defendant Brooklyn Bagel Boys, Inc., O’Rourke’s current employer. Diversity jurisdiction is asserted pursuant to 28 U.S.C. § 1332(a) and (c). Uncle B’s Bakery is an Iowa corporation with its principal place of business in Iowa. O’Rourke is a citizen of the State of Virginia, but is currently employed as the plant manager of one of Brooklyn Bagel Boys’ bagel manufacturing plants in Franklin Park, a suburb of Chicago, Illinois. Brooklyn Bagel Boys is an Illinois corporation with its principal place of business in Illinois. Uncle B’s Bakery’s complaint in this matter is in eight counts, each alleging misconduct under Iowa law following O’Rourke’s termination of his employment with Uncle B’s Bakery and subsequent employment with Brooklyn Bagel Boys, which Uncle B’s Bakery asserts is one of its direct competitors in the business of making and distributing bagels sold through supermarkets. Uncle B’s Bakery’s claims center upon alleged disclosure by O’Rourke of Uncle B’s Bakery’s trade secrets and O’Rourke’s alleged violation of a non-competition agreement as the actual or threatened results of his employment with Brooklyn Bagel Boys. The complaint also alleges Brooklyn Bagel Boys’ misappropriation of Uncle B’s Bakery’s trade secrets, as well as alleged interference by Brooklyn Bagel Boys with Uncle B’s Bakery’s prospective business advantage or Uncle B’s Bakery’s contractual relationship with O’Rourke. The matter immediately pending before the court is Uncle B’s Bakery’s motion for a preliminary injunction, filed the same day as Uncle B’s Bakery’s complaint, seeking to enjoin O’Rourke’s violation of a non-competition agreement and the defendants’ misappropriation of Uncle B’s Bakery’s trade secrets. In its motion for a preliminary injunction, Uncle B’s Bakery also requested an expedited evidentiary hearing. On March 8, 1996, the court granted the request for an expedited hearing, and scheduled a hearing on the motion for a preliminary injunction for March 25,1996, in Fort Dodge, Iowa. In the interim, on February 28, 1996, Brooklyn Bagel Boys and O’Rourke filed a joint answer to the complaint denying all of Uncle B’s Bakery’s claims. In addition, the defendants asserted three affirmative defenses: (1) Uncle B’s Bakery’s complaint fails to state a claim upon which relief can be granted; (2) Uncle B’s Bakery first breached its employment agreement with O’Rourke by failing to pay him for moving expenses and vacation pay; and (3) O’Rourke never signed nor agreed to the terms of any restrictive covenant with Uncle B’s Bakery. On February 28, 1996, Brooklyn Bagel Boys and O’Rourke also filed a motion for an extension of time to respond to Uncle B’s Bakery’s motion for a preliminary injunction. The court granted the defendants’ motion for an extension of time, requiring a response to the motion for preliminary injunction on or before March 6,1996. A timely response to the motion for preliminary injunction was therefore filed on March 6,1996. This matter proceeded to hearing on March 25 and 26, 1996. At the hearing, plaintiff Uncle B’s Bakery was represented by counsel Dennis W. Johnson of Dorsey & Whitney, P.L.L.P., in Des Moines, Iowa. Defendants Brooklyn Bagel Boys and Kevin O’Rourke were represented by local counsel Richard H. Moeller of Berenstein, Moore, Moser, Berenstein & Heffernan, in Sioux City, Iowa. At the hearing, Uncle B’s Bakery presented numerous exhibits and the testimony of several witnesses, including Uncle B’s Bakery’s CEO, William Rose, Jr., and six other officers and employees of the company. Defendants also presented exhibits and the testimony of two witnesses, Kevin O’Rourke and Christopher Scott, Brooklyn Bagel Boys’ vice president for operations. At the hearing, the parties submitted a stipulation for a protective order to protect information the parties perceived to be sensitive or confidential from disclosure except to authorized persons and the court. A courtesy copy of the stipulation and proposed protective order had been transmitted to the court by facsimile on March 21, 1996. During the hearing, the court granted the parties’ motion for a protective order, and entered the protective order as proposed by the parties. Thus, several portions of the preliminary injunction hearing were closed to the public and the representative for Brooklyn Bagel Boys, Christopher Scott, also left the courtroom. The parties declined the opportunity for any post-hearing briefing. This matter is therefore fully submitted. B. Findings Of Fact 1. The Provisional Nature Of Findings And Conclusions Although the court is disposing of Uncle B’s Bakery’s motion for a preliminary injunction following briefing by all parties and an evidentiary hearing lasting a day and a half, it is well to remember that in the context of preliminary injunction applications, the court typically operates under “severe time constraints” and must customarily decide the motion “on the basis of procedures that are less formal and evidence that is less complete than in a trial on the merits.” University of Texas v. Camenisch, 451 U.S. 390, 395, 101 S.Ct. 1830, 1835, 68 L.Ed.2d 175 (1981). Thus, the Supreme Court in Camenisch stated the general rule that “the findings of fact and conclusions of law made by a court granting a preliminary injunction are not binding at trial on the merits.” University of Texas v. Camenisch, 451 U.S. 390, 395, 101 S.Ct. 1830, 1835, 68 L.Ed.2d 175 (1981); accord Henderson v. Bodine Aluminum, Inc., 70 F.3d 958, 962 (8th Cir.1995) (citing this statement from Camenisch as the “general rule” for findings of fact and conclusions of law in preliminary injunction rulings); United States v. Barnes, 912 F.Supp. 1187, 1190 (N.D.Iowa 1996) (applying the “general rule” of Camenisch to a preliminary injunction ruling on the government’s request for a preliminary injunction pursuant to 18 U.S.C. § 1345 to enjoin activities of defendants who were allegedly engaged in mail fraud in violation of 18 U.S.C. § 1341). Any findings of fact in this ruling, made either in this section or in the course of the legal analysis, as well as any conclusions of law forming part of the court’s determination of whether the issuance of a preliminary injunction is proper in this case, are intended to be subject to this “general rule” and are not to be considered “final.” With this caveat in mind, the court turns to the findings of fact upon which Uncle B’s Bakery’s motion for a preliminary injunction depends as those facts are established by the documentary evidence and testimony presented at the hearing on March 25 and 26,1996. 2. The bagel makers and their products Uncle B’s Bakery is in the business of producing and distributing what it describes as “fresh, never-frozen bagels” that are sold in supermarket refrigerated cases nationwide. Uncle B’s Bakery’s bagels are unique in that they are the only never-frozen bagels that are sold in the refrigerated cases of supermarkets. The “fresh, never-frozen” line of bagels sold in refrigerator cases constitutes the majority of Uncle B’s Bakery’s production and sales. Uncle B’s Bakery has also introduced a fresh bagel, also sold in supermarkets, but in bread aisles, in-store bakeries, and deli departments, under Uncle B’s Bakery’s “Millsprmg” brand name. According to its market evaluations, Uncle B’s Bakery asserts that, while the entire bagel market is growing at a phenomenal rate, “frozen” bagel sales are growing only at a 2-3% rate. Faster growth rates in sales are apparent for “fresh,” or bread aisle, bagels, and for refrigerated bagels, currently the smallest share of bagel sales. Uncle B’s Bakery’s sales of its unique refrigerated product are growing at over 120%, according to Uncle B’s Bakery’s market estimates. Uncle B’s Bakery controls about 48% of the refiigerated bagel sales, but asserts that other bagels sold in the refrigerated case have first been frozen, then “slacked out,” or thawed, prior to sale from a store’s refrigerated or dairy case. Uncle B’s Bakery does not sell a frozen bagel. All of Uncle B’s Bakery’s bagels are currently sold under its own labels. Brooklyn Bagel Boys, to the contrary, has the largest share of its production and sales in “frozen” bagels. Thus, its bagels are sold primarily in supermarket freezer sections, but under a variety of private labels, that is, labels bearing a name other than Brooklyn Bagel Boys. In fact, ninety-six percent of Brooklyn Bagel Boys’ sales are made under private labels, with only the small remainder of its sales under its own Brooklyn Bagel Boys’ label. Like Uncle B’s Bakery, Brooklyn Bagel Boys also makes a “fresh,” or bread aisle, bagel, also sold under private label brand names. As -will be discussed more extensively below, the nature of the packaging used by each bagel maker is critical in the present controversy. Although Uncle B’s Bakery’s bagels are sold in “air tight” bags, Brooklyn Bagel Boys’ bagels are sold in plastic bags closed with a plastic fastener, which does not produce an “air tight” seal. Each bagel company involved in this litigation employs its own unique, and secret, recipes for its bagels. Brooklyn Bagel Boys attempted to cast doubt on Uncle B’s Bakery’s assertion that the two companies are “direct competitors,” because Brooklyn Bagel Boys produces bagels sold in the frozen foods section of supermarkets, while Uncle B’s Bakery produces bagels sold in refrigerator cases, as well as in fresh bread, deli, and bakery sections of supermarkets. The court is convinced that whether or not bagel producers consider the slight difference in the location in which their bagels are sold in a supermarket to be of overweening significance to their perception of whether or not their bagels “compete,” to consumers, grocery store bagels are grocery store bagels — at least in the absence of any empirical or other evidence to the contrary. By contrast, the court recognizes that a consumer might not conceive of bagel producers as “direct competitors” where one produces grocery store bagels and the other produces fresh bagels sold on site in its own bakery outlets or franchised restaurants. Furthermore, the two companies produce bagels for marketing in some of the same store chains, and virtually identical, nationwide geographical markets. Uncle B’s Bakery markets in forty-three states, and Brooklyn Bagel Boys in forty-four, as well as Puerto Rico and the Virgin Islands. Finally, at the preliminary injunction hearing it was demonstrated that the two companies each produce a “fresh,” or bread aisle, bagel, and those products do compete directly. Thus, Uncle B’s Bakery and Brooklyn Bagel Boys are both direct and indirect competitors in the supermarket bagel business. 3. Bagels, shelf life, and technology Uncle B’s Bakery guarantees a ninety-day shelf life for its refrigerated bagels, which its representatives testified is less than the 120 days its testing has indicated is the actual shelf life, thus allowing thirty days for storage and shipping. The shelf life of Uncle B’s Bakery’s “fresh,” or bread aisle, bagels is also long by industry standards, approaching four weeks. The longest shelf life guaranteed by any competitor identified at the preliminary injunction hearing was sixty to seventy days, but the court finds that the vast majority of grocery store bagels sold in the “fresh” bread aisle or refrigerator case typically have a significantly shorter shelf life, usually of less than three weeks. Only “frozen” bagels can rival Uncle B’s Bakery’s guaranteed shelf life for its refrigerator case bagels, which Uncle B’s Bakery achieves without freezing. Uncle B’s Bakery presented testimony that it has had less than one percent returns of its product for any reason, including reasons unrelated to its product failing to survive in saleable form for the full duration of the guaranteed shelf life. Uncle B’s Bakery believes the industry average for returns is eleven to twelve percent. Uncle B’s Bakery asserts that it is able to maintain the quality and shelf life of both its refrigerated and “fresh” bagel products without freezing owing to confidential and proprietary formulations and manufacturing and packaging processes, including an “air tight” packaging process. At the hearing, it was demonstrated that Uncle B’s Bakery’s “air tight” packaging process, instrumental in the long shelf life and quality of its products maintained without freezing, involves placing Uncle B’s Bakery’s bagels in “air tight” bags and baek-flushing the bags with medical grade gases to inhibit staling and molding. This process was described as “controlled atmosphere packaging” (CAP), or “modified atmosphere packaging” (MAP). The “air tight” packaging process involves special equipment made exclusively for Uncle B’s Bakery. Although the CAP or MAP process has been used for several years for a variety of foods, such as meats and cheeses, Uncle B’s Bakery is the only bagel maker and distributor employing this approach to improving product freshness, quality, and shelf life. Although Brooklyn Bagel Boys was aware of the MAP process years ago, like other commercial bakers of bagels and other products, Brooklyn Bagel Boys considered this packaging process too expensive and unnecessary an investment to explore it further. Uncle B’s Bakery asserted that the material of the “air tight” bags it employs meets unique specifications and the suppliers of these bags are bound not to disclose Uncle B’s Bakery’s use of the material in question. Kevin O’Rourke testified, however, that the material used by Uncle B’s Bakery for its bags, at least during his tenure with the company, was a “stock” material available from a number of suppliers. The court finds that whether or not the material used is a “stock” material of packaging suppliers, what material is actually used by Uncle B’s Bakery for its packaging, the specifications that material must meet, and who actually supplies the bags to Uncle B’s Bakery are all “secret.” Furthermore, the court finds that there is no reason, based on the preliminary injunction record, that the packaging secrets, as well as some of the other production secrets Uncle B’s Bakery treasures, could not be applied to bagels other than refrigerated, never frozen bagels. Other significant contributors to the long shelf life of Uncle B’s Bakery’s bagels are its unique recipes, including special ingredients to prevent molding or staling, and its bagelmaldng processes. Uncle B’s Bakery’s bagel-making process employs special, asserfcedly secret, cold treatments to the bagels to shorten the period of “retarding,” or refrigerated rising, after the yeast are activated. The “retarding” process is common to various commercial bakery products. However, Uncle B’s Bakery employs unique, and secret, methods to shorten significantly this retarding period, cutting the “retarding” time to approximately three-quarters of the period it formerly required. A shorter retarding time obviously increases the daily capacity for bagel production at Uncle B’s Bakery’s plant. Uncle B’s Bakery has also explored other bagel-making techniques focusing on the benefits of specific, assertedly secret, ingredients and processes. As part of the development of special processes, CEO William Rose, Jr., and then plant manager Kevin O’Rourke took an extended trip to Europe to test various techniques employed there. From its research and development, Uncle B’s Bakery has developed certain new processes it is currently beginning to implement. Despite several years of attempting to obtain a “process” patent for its bagel production and bagging process, Uncle B’s Bakery has thus far failed to obtain a patent. Nonetheless, Uncle B’s Bakery has invested over seven years and several million dollars in developing its freshness technology and processes. 4. Uncle B’s Bakery’s efforts to protect its secrets Uncle B’s Bakery asserts, and the court finds, that it has carefully guarded its trade secrets and confidential information. For example, anyone who visits Uncle B’s Bakery’s plant is required to sign a confidentiality agreement. Indeed, employees are instructed that if any unescorted person appears in the plant, that person is to be escorted to the company’s offices to complete a confidentiality agreement before he or she can conduct any other business or visit any portion of the plant. The confidentiality agreement signed by visitors, according to the copy of the agreement signed by O’Rourke, states, inter alia, that the parties recognize that Uncle B’s Bakery “desires to keep its processes and equipment for the production and packaging of its products confidential.” Plaintiffs Exhibit 1, Plant Visitor Confidentiality Agreement (hereinafter, “Confidentiality Agreement”), p. 1. The confidential information in question includes, but is not limited to, any and all of Company’s past, present, or future raw or processed products, ingredients, manufacturing, advertising or design techniques, plans, ideas, formulas, equipment brands and types, processes, methods, and operating conditions not previously publicly known (hereinafter the “Information”). Id. The Confidentiality Agreement also states that the parties “consider their relationship one of confidence with respect to the Information and agree that the Information constitutes valuable trade secrets which are the sole property of Company.” Id. Visitors signing the Confidentiality Agreement, including O’Rourke, therefore agreed that they would “hold the Information in confidence,” and “take all reasonable action to prevent the unauthorized use or disclosure of the Information and to protect the confidentiality of the Company’s interests in the Information.” Id. at p. 2, ¶ 1. Furthermore, the Confidentiality Agreement states that Visitor understands that any violation of this Agreement will cause Company immediate and irreparable harm which money damages cannot adequately remedy. Therefore, upon any actual or impending violation of this Agreement, Visitor consents to issuance by any court of competent jurisdiction, a restraining order, preliminary injunction, and/or permanent injunction, without bond, restraining or enjoining such violation by Visitor or any entity or person acting in concert with Visitor. Visitor understands that such orders are in addition to, and do not limit, any other remedies available to the Company. Id. at p. 2, ¶ 2. The Confidentiality Agreement further provides that it “shall remain valid and in effect indefinitely,” id. at p. 2, ¶3, and that “[i]n the event that Visitor enters the Plant at a future date, Visitor will remain bound by this Agreement and will not be required to sign an additional Agreement.” Id. at p. 2, ¶ 4. As a further example of Uncle B’s Bakery’s efforts to maintain confidentiality of its manufacturing processes, Uncle B’s Bakery extracts from all of its suppliers a more comprehensive confidentiality agreement, requiring the suppliers to keep confidential Uncle B’s Bakery’s use of particular machinery or supplies. In a number of eases in which Uncle B’s Bakery believes that particularly unique or sensitive technology or supplies are used in its production or bagging processes, it has extracted “exclusivity” agreements from key suppliers, forbidding the suppliers from providing identical products to Uncle B’s Bakery’s competitors, as well as requiring them not to disclose Uncle B’s Bakery’s use of such products. Furthermore, Uncle B’s Bakery requires all employees to enter into a “Non-Disclosure/Non-Compete” Agreement before commencing employment with the company. The “Non-Disclosure/Non-Compete” Agreement defines the confidential information to which it pertains as the following categories of information (hereinafter the “Trade Secrets and Confidential Information”): the development of original and unique recipes, ingredients, manufacturing techniques, packaging techniques, proceses [sic] involved in the production and/or packaging of Employer’s products, equipment brands and types used, and trade secrets for the production and packaging of bread products. Plaintiff’s Exhibit 3, “Non-Disclosure/Non-Compete” Agreement, p. 1. For essentially the same reasons stated in the Confidentiality Agreement described above, the “NonDisclosure/Non-Compete” Agreement embodies the signatories’ agreement to the following terms significant in the context of the present motion for a preliminary injunction: 2. NON-DISCLOSURE Employee agrees that such Trade Secrets and Confidential Information, as set forth above, are the property of the Employer and that any of the Trade Secrets and Confidential Information hereafter revealed to Employee directly or indirectly are revealed in strict confidence. Employee expressly agrees and covenants to keep and respect such confidences and shall not, during or after the term of employment, disclose Employer’s Trade Secrets and Confidential Information to any person, business, corporation, or other entity for any reason or purpose unless explicitly authorized by Employer. 3. NON-COMPETE It is expressly understood and agreed that during Employee’s training and employment, Employee will be exposed to Employer’s Trade Secrets and Confidential Information and will therefore become a valuable asset. Employee expressly agrees and covenants not to compete directly or indirectly, nor have an interest in any business, coloration or other entity which competes directly or indirectly, nor work for any person, business, corporation or other entity which competes directly or indirectly with Employer within a 500 mile radius of any of Employer’s marketing outlets either during the term of Employee’s employment or for a period of five years thereafter. 4. INJUNCTION It is expressly understood and agreed that in the event of the violation by Employee of this agreement or of the threatened violation thereof, the Employer shall be entitled to obtain an injunction enjoining and restraining Employee from violating the terms of this agreement. Employee consents upon such violation or threatened violation to the issuance of an exparte [sic] temporary injunction until such time as opportunity for hearing thereon be granted upon notice prescribed by the courts. “Non-Disclosure/Non-Compete” Agreement, p. 2. The “Non-Disclosure/Non-Compete” Agreement also provides that it “shall be construed according to the laws of” the State of Iowa. Id. at p. 3, ¶ 9. A good share of the testimony of Uncle B’s Bakery’s witnesses was devoted to establishing that it is a company policy, with no exceptions, that every employee, down to the lowest levels, immediately sign a “Non-Disclosure/N on-Compete” Agreement upon starting employment with Uncle B’s Bakery, and the court finds that this was indeed the policy. Based on the uniformity with which the policy was enforced, the court finds that it would be only in the most extraordinary of circumstances that this policy would not be known to a particular employee. Upon arriving to start employment, the company’s protocol is for each new employee of Uncle B’s Bakery to be presented with a packet of forms he or she must sign. This packet includes, in addition to W-2 forms and forms required by the Immigration and Naturalization Service, an “Non-Disclosure/Non-Compete” Agreement. The employee is required to complete all forms, and Uncle B’s Bakery’s Human Resources Manager, JoAnn Kuhfus, or her assistant, then reviews all forms for completeness and correctness. If all forms have not been completed, Ms. Kuhfus testified that she “followed up” with that employee until all forms were completed. She testified that no employee had ever refused to sign the “Non-Disclosure/Non-Compete” Agreement, but if that occurred, she would likely refer the matter to her direct supervisor, CFO Howard McClellan. Witnesses for Uncle B’s Bakery had reviewed the personnel, files of all current employees and those employees to depart during 1995, numbering approximately 160 files, and could discover only two in which a signed “NonDisclosure/Non-Compete” Agreement could not be found. One file missing a “NonDisclosure/Non-Compete” Agreement was Kevin O’Rourke’s. The entire file of another employee, Mr. Conrad, could not be located at all. His file had been sent to the company’s attorneys when Mr. Conrad threatened litigation after termination for poor performance, and the attorneys had been unable to find and return it as of the time of the preliminary injunction hearing. The court finds the evidence that Uncle B’s Bakery’s policy is that all employees sign “N on-Disclosure/N on-Compete” Agreements is overwhelming. Although perhaps less well founded in objective evidence, the court also finds that, in general, employees of Uncle B’s Bakery were aware of the requirement that they sign a “Non-Disclosure/Non-Compete” Agreement. Adherence to Uncle B’s Bakery’s policy of requiring “Non-Disclosure/Non-Compete” Agreements from its employees has been so nearly unanimous, and the knowledge among the workforce that such agreements are required is so general, as to raise a reasonable inference that the apparent exceptions, O’Rourke and Conrad, also conformed to the policy by entering into “Non-Diselosure/Non-Compete” Agreements. O’Rourke has attempted to rebut that inference as to him, and the court considers below whether his argument that he never saw, signed, or knew about such an agreement sufficiently undermines Uncle B’s Bakery’s likelihood of success on the merits to preclude entry of a preliminary injunction enjoining his employment with a competitor. 5. Kevin O’Rourke’s employment with Uncle B’s Bakery It is undisputed that Kevin O’Rourke was hired as the production manager for Uncle B’s Bakery’s Ellsworth, Iowa, plant in early 1994. O’Rourke was recruited by Uncle B’s Bakery from his position as plant manager for a supermarket chain in Richmond, Virginia, where his duties included managing a bakery and bagel manufacturing plant. O’Rourke came to work for Uncle B’s Bakery on February 15, 1994. It is also undisputed that, as plant manager, O’Rourke was privy to and, in most cases, deeply involved in the development or implementation of all of the matters Uncle B’s Bakery asserts are secret concerning the operations of its Ellsworth plant. O’Rourke was at least generally aware of matters outside of bagel production as well, such as sales, accounting, purchasing, and planning, because of his involvement with other members of Uncle B’s Bakery’s management team in regular company meetings. Thus, the most significant factual questions here involve whether O’Rourke was bound by Uncle B’s Bakery’s ubiquitous Confidentiality Agreement, “Non-Disclosure/Non-Compete” Agreement, or both. Uncle B’s Bakery entered into evidence a copy of a visitor confidentiality agreement signed by Kevin O’Rourke on December 14, 1993, prior to O’Rourke’s employment with Uncle B’s Bakery. In addition to O’Rourke’s signature, the confidentiality agreement bears the signature of a representative of Uncle B’s Bakery, its CFO, Howard McClellan, who also initialed as a witness to O’Rourke’s signature. Although defendants asserted as an affirmative defense in their answer that O’Rourke had neither signed nor agreed to the terms of any restrictive covenants with Uncle B’s Bakery, defendants also admitted in their answer that O’Rourke visited Uncle B’s Bakery’s production facility in Ellsworth, Iowa, on or about December 14, 1993, and that he signed a confidentiality agreement that day. O’Rourke’s executed copy of the Confidentiality Agreement was not kept in his personnel file, but in William Rose, Jr.’s own files, as O’Rourke was a candidate for a high position in the company. The usual practice of the company is to keep executed visitor Confidentiality Agreements in a file in the reception area. Although the parties agree, and the court finds, that O’Rourke signed the Confidentiality Agreement described above, a significant bone of contention at the preliminary injunction hearing was whether O’Rourke had ever signed a non-disclosure/non-compete agreement upon which Uncle B’s Bakery also founds its demand for a preliminary injunction enjoining misappropriation of trade secrets, as well as its further demand for a preliminary injunction enjoining violation of a non-competition agreement. Although it could produce no executed copy, either with its complaint, as an attachment to its motion for a preliminary injunction, or as an exhibit in the preliminary injunction hearing, Uncle B’s Bakery asserts that O’Rourke, upon entering into his employment as plant manager of Uncle B’s Bakery’s Ellsworth, Iowa, plant, signed a “Non-Disclosure/Non-Compete” Agreement of the form described above. The defendants contend to the contrary. O’Rourke asserts, not only that he never saw nor signed such an agreement, but that he never required any employee he hired for Uncle B’s Bakery to sign such an agreement. O’Rourke contends further that he never received nor signed any contract of employment at all, but only received a letter from Uncle B’s Bakery’s Chairman and CEO, William Rose, Jr., stating the terms of his employment. Although all the rest of the usual forms were found in Mr. O’Rourke’s personnel file, no signed “Non-Disclosure/Non-Compete” Agreement could be located. Ms. Kuhfus could not recall whether she had ever seen an executed copy of O’Rourke’s “Non-Disclosure/Non-Compete” Agreement in his personnel file. Lacking any positive evidence of his agreement to the terms of the “NonDisclosure/Non-Compete” Agreement, in the form of a signed copy of the agreement, the court is confronted with a credibility contest concerning whether O’Rourke ever entered into such an agreement. Witnesses for the two sides tell markedly different versions of the circumstances under which O’Rourke either did or did not sign the “Non-Disclosure/Non-Compete” Agreement. Both William Rose, Jr., and William Rose, Sr., testified that the two of them had cleaned and readied O’Rourke’s office for his arrival in mid-February of 1994, and that O’Rourke arrived somewhat earlier than expected late in the afternoon of February 15, 1994. William Rose, Sr., testified that the Roses greeted O’Rourke, showed him his office, and then asked him to execute the “Non-Disclosure/Non-Compete” Agreement, which was the only portion of a new employee’s packet they considered essential to get signed immediately. William Rose, Sr., testified that he observed O’Rourke sign the agreement, then countersigned it himself. William Rose, Jr., then took the executed “Non-Disclosure/Non-Compete” Agreement and placed in on a desk in the reception area, as Jo Kuhfus was gone for the day by that time. O’Rourke was then given another tour of the plant before the Roses left him to settle into his office. Uncle B’s Bakery’s explanation for the absence of an executed “Non-Disclosure/Non-Compete” Agreement from O’Rourke’s personnel file centers on O’Rourke’s motive and opportunity to remove the agreement from his personnel file when he determined to accept employment with a competitor. O’Rourke did not deny that he had access to a lockbox in the office area that contained keys to JoAnn Kuhfus’ office, where all personnel records were kept, and that he was, upon several occasions, the only person in that area of the plant. However, O’Rourke denied removing anything from his file prior to his departure from Uncle B’s Bakery’s employment. O’Rourke testified that he was aware of two forms of the Confidentiality Agreement, the visitor’s form and the more extensive form for suppliers and key persons associated with the company. However, he testified that, until the hearing, he was unaware of any “Non-Disclosure/Non-Compete” Agreement. When asked about a copy of the “Non-Disclosure/Non-Compete” Agreement of another employee that he had countersigned, which Uncle B’s Bakery had introduced as demonstrating that O’Rourke was indeed aware of the “Non-Disclosure/Non-Compete” Agreement, O’Rourke testified that he had believed the document in question at the time was simply the longer form of the confidentiality agreement he knew was used by the company. O’Rourke testified that he had witnessed the execution of the document only because no one from human resources was then available to take care of it. O’Rourke’s explanation for the absence of a “N on-Disclosure/N on-Compete” Agreement from his file is simpler than Uncle B’s Bakery’s: He simply never signed one. O’Rourke testified that no non-competition agreement was ever discussed prior to his employment, although confidentiality agreements were discussed extensively. His version of events on the day he arrived was that he was not asked to sign nor presented with any “Non-Disclosure/Non-Compete” Agreement, although he agreed that the Roses had been preparing his office when he arrived, did greet him, and then took him on a tour of the plant. O’Rourke testified that at some time shortly after his arrival, although the exact timing is uncertain, he received the usual packet of forms for new employees, but that it did not contain a “Non-Disclosure/Non-Compete” Agreement. The portion of O’Rourke’s personnel file submitted into evidence shows that all of the other usual employment forms were executed a week or ten days after O’Rourke’s arrival. The court finds both O’Rourke’s and William Rose, Sr.’s versions of the signing or non-signing of the “Non-Disclosure/Non-Compete” Agreement to be plausible, and that the witnesses presenting those differing versions were credible. Indeed, the credibility assessment here is perhaps the closest the court has encountered in a civil case. Whether or not Uncle B’s Bakery can ultimately prevail on its claim of breach of the “N on-Disclosure/N on-Compete” Agreement depends upon whether or not O’Rourke signed or otherwise agreed to be bound by such an agreement. However, for the purposes of a preliminary injunction, the court may not need to make even a provisional credibility finding, because the court’s role is to determine the movant’s likelihood of success on the merits, not predict the outcome of the movant’s claim. Thus, the court will make only such provisional findings as it must concerning the execution of the “NonDisclosure/Non-Compete” Agreement and only after discussing, in the legal analysis portion of this ruling, precisely what and to what extent factual issues must be resolved. O’Rourke contends that the only employment agreement he ever signed was not the “N on-Disclosure/N on-Compete” Agreement proffered by Uncle B’s Bakery, but a letter from Uncle B’s Bakery’s CEO, William Rose, Jr., to O’Rourke, dated January 10, 1994. That letter states certain terms of Uncle B’s Bakery’s employment offer to O’Rourke. This letter is also the foundation of defendants’ affirmative defense that Uncle B’s Bakery first breached the terms of its employment agreement with O’Rourke. O’Rourke asserts that Uncle B’s Bakery breached the terms stated in that letter pertaining to paid vacation and an allowance for moving costs. Thus, the pertinent parts of the January 10, 1994, letter, at least for the present purposes, are as follows: Dear Kevin: To confirm our discussion, for [sic] following are the terms of our employment offer: * * * * * * *Two weeks paid vacation the first year of employment, with increases as the board designates. ***** 4* *$5,000 allowance for moving cost. $1000 to $2500 now and remainder if needed for family move. Plaintiffs Exhibit 2, Letter of January 10, 1994. The January 10, 1994, letter is signed by “Bill Rose,” and, under the typed heading “Agreed to and accepted by:”, is signed by Kevin O’Rourke, with the accompanying date of “1/10/94.” Id. Whatever the controversy over O’Rourke’s signing of a “Non-Disclosure/Non-Compete” Agreement, it is clear that the employment relationship between O’Rourke and Uncle B’s Bakery did not remain amicable for long. By the fall of 1995, O’Rourke began seeking other employment. O’Rourke testified that his renewed job search was prompted by an on-going disagreement with Uncle B’s Bakery’s upper management centering on the failure of Uncle B’s Bakery to reimburse O’Rourke for moving expenses as promised in the January 10, 1994, letter from Mr. Rose. He also testified that his disenchantment with Uncle B’s Bakery also stemmed from two public “dressings down” he had received from William Rose, Jr., at trade shows or public functions, concerning production and quality at the bagel plant. After one of these public dressings down, O’Rourke testified that a Uncle B’s Bakery shareholder and member of its board of directors, who was also a supplier of some of Uncle B’s Bakery’s unique production equipment, told O’Rourke he had taken enough, and that the shareholder would assist O’Rourke in looking for other employment. That shareholder, according to O’Rourke, informed him of an opening for a plant manager at Brooklyn Bagel Boys and made the initial contacts with Brooklyn Bagel Boys on his behalf. O’Rourke eventually tendered his resignation on November 6, 1995, to become effective December 1,1995. William Rose, Jr., however, testified that O’Rourke became annoyed with him when he refused to make him a loan under the guise of an advance of moving expenses. Rose testified that he told O’Rourke he was not entitled to any more moving money until he moved his family from Virginia. Although Rose asserted that all of O’Rourke’s own moving expenses had been paid, he produced no documentary evidence of such payments at the preliminary injunction hearing. O’Rourke testified that he had never been reimbursed or paid any of the $1,000 to $2,500 the letter of January 10,1994, indicated he was entitled to up front. The court need not resolve any question concerning why O’Rourke decided to leave his position, nor, indeed, need the court determine whether or not Uncle B’s Bakery breached the employment agreement embodied in the January 10,1994, letter, in order to determine whether O’Rourke is bound by the Confidentiality Agreement he undeniably signed or the “Non-Diselosure/Non-Compete” Agreement he contends he did not sign. Both of those agreements are independent of the terms of the January 10, 1994, letter. Both of the Roses testified that after he submitted his resignation, O’Rourke assured them that he would not be going to work for a competitor. Other of Uncle B’s Bakery’s witnesses also testified that O’Rourke had led them to believe that his new job was not with a competitor. O’Rourke stated in an affidavit submitted in resistance to the motion for a preliminary injunction that he never told anyone where he was going to be employed next, because at the time of his resignation he did not know which of several employment offers he was going to accept. However, at the preliminary injunction hearing, O’Rourke testified that, although he had other employment prospects, he had chosen Brooklyn Bagel Boys by the time he had advised the Roses that he was leaving. The reason he declined to state where he was going, he testified, was that he did not want to compromise the Uncle B’s Bakery shareholder who had assisted him in finding other employment. Once he had made up his mind to leave, O’Rourke testified that he never gave any assurances that he would not work for a competitor, although he testified that he told the Roses and other Uncle B’s Bakery employees that they need have no fears about his breaching any confidentiality agreement. O’Rourke testified that William Rose, Jr., at one time reminded him that he could not work for a competitor because of the non-competition agreement he had signed. O’Rourke testified that he responded that he had never signed any such agreement. O’Rourke testified that William Rose, Jr., became agitated, and went looking for the “Non-Disclosure/Non-Compete” Agreement O’Rourke had purportedly signed, but could not find it. O’Rourke testified that the Roses thereafter pestered him to sign a “NonDisclosure/Non-Compete” Agreement, but that he saw no reason to when he had promised to honor his obligations not to disclose their confidential information. Certainly, no “Non-Disclosure/Non-Compete” Agreement was signed at that time. The court finds that the question of whether a preliminary injunction should issue in this case will turn on whether O’Rourke is bound by the Confidentiality Agreement, the “Non-Disclosure/Non-Compete” Agreement, or both, not on whether or not O’Rourke misled Uncle B’s Bakery’s representatives concerning where he would next be employed. Believing that it should not make any unnecessary findings of fact, even provisional ones, on a preliminary injunction record, the court will address other matters. 6. O’Rourke’s employment with Brooklyn Bayel Boys Whatever assurances were or were not given about his future employment, O’Rourke accepted employment with Brooklyn Bagel Boys, and began working as the plant manager of one of Brooklyn Bagel Boys’ two bagel production plants in Franklin Park in December of 1995. Another very significant factual dispute involves whether O’Rourke’s employment with Brooklyn Bagel Boys necessarily threatens disclosure of Uncle B’s Bakery’s confidential information and trade secrets, as well as whether it violates the terms of O’Rourke’s purported non-competition agreement with Uncle B’s Bakery. Uncle B’s Bakery asserts that O’Rourke’s employment with a “direct competitor” necessarily threatens disclosure and misappropriation of Uncle B’s Battery’s trade secrets, because of the managerial position O’Rourke held with Uncle B’s Bakery and now holds with Brooklyn Bagel Boys and the information he was privy to while employed with Uncle B’s Bakery. The court found above that Brooklyn Bagel Boys is indeed a direct competitor of Uncle B’s Bakery’s in the “fresh,” bread aisle bagel market, and is at least an indirect competitor in the more broadly defined “supermarket” bagel market. Defendants, however, presented the testimony of Christopher Scott that Brooklyn Bagel Boys has specifically asked O’Rourke not to divulge any trade secrets of Uncle B’s Bakery concerning its recipes, manufacturing processes, and, more particularly, its “air tight” packaging processes. He testified that Brooklyn Bagel Boys was already aware of the MAP process, and had rejected it as neither commercially necessary nor commercially feasible. He testified that Brooklyn Bagel Boys therefore does not use and has no plans to develop or employ an “air tight” packaging process in its production process, so there is little risk that it will appropriate Uncle B’s Bakery’s “air tight” freshness secrets. He also testified that Brooklyn Bagel Boys has no intention or interest in branching out into the refrigerated bagel business, but stated that if one of its private label customers specifically requested that Brooklyn Bagel Boys make such a product, and could demonstrate a commercially viable ground for doing so, Brooklyn Bagel Boys would probably try to fulfill that demand. Both O’Rourke and Scott testified that, to date, O’Rourke has not disclosed any trade secrets of Uncle B’s Bakery, and that it is not necessary for him to do so in the performance of his job with Brooklyn Bagel Boys, because of his own fund of experience with the bagel-making and distributing business, as the result of years of experience in the field, and because of the significant differences between Brooklyn Bagel Boys’ recipes and processes and those employed by Uncle B’s Bakery. Scott and O’Rourke both asserted that Brooklyn Bagel Boys has its own recipes and manufacturing processes for bagels, which differ significantly from Uncle B’s Bakery’s, and that Brooklyn Bagel Boys has no desire or motivation to change its own successful recipes and processes. O’Rourke, who is the only witness thoroughly familiar with both production systems, asserted that it would be impossible to revamp Brooklyn Bagel Boys’s present production line to incorporate Uncle B’s Bakery’s unique process. Most specifically, Brooklyn Bagel Boys’ bagel production system involves no “retarding” process, which, even under Uncle B’s Bakery’s unique cold treatment, still takes several hours, and there is no practicable way to introduce such a process into the Brooklyn Bagel Boys production system at this time. Furthermore, Brooklyn Bagel Boys has just conducted a major expansion involving the completion of another bakery production line for non-bagel products, and no further expansions are contemplated. Although the court accepts this testimony at its face value, the court nonetheless finds that Uncle B’s Bakery has reason to be concerned about disclosure of its trade secrets and confidential information as the result of O’Rourke’s employment with Brooklyn Bagel Boys. The reasons for that conclusion are discussed below, following the court’s examination of the standards for determining whether Uncle B’s Bakery has shown a threat of irreparable harm from O’Rourke’s employment with Brooklyn Bagel Boys. With this factual background in mind, recognizing that it at best provides the court with a provisional record upon which to base decisions of some significance to the parties, the court turns to the legal analysis of Uncle B’s Bakery’s motion to enjoin disclosure and misappropriation of trade secrets and improper employment of a former employee with a competitor. With the proper legal framework in mind, the court will return to some of the necessary factual determinations it must make in order to resolve the question of whether a preliminary injunction should issue in this case. II. LEGAL ANALYSIS (Including some further preliminary ñndings of fact) A Standards For Preliminary Injunctions In their briefs, admittedly prepared under the “severe time constraints” that necessarily attend prosecution of a motion for a preliminary injunction, the parties have given but little attention to the standards applicable to a motion for a preliminary injunction. This slim discussion of the applicable standards may be attributable, as well, to the fact that it is well-settled in this circuit that applications for preliminary injunctions are generally measured against the standards set forth in the decision of the Eighth Circuit Court of Appeals in Dataphase Sys., Inc. v. CL Sys., Inc., 640 F.2d 109, 113 (8th Cir.1981) (en banc). Whatever the reason for largely leaving to the court the responsibility for discovering the proper standards, there is little danger that the court will act in ignorance of those standards, because this court has several times during the last year or so extensively discussed in published opinions the Dataphase standards for granting a temporary restraining order or issuing a preliminary injunction. See United States v. Barnes, 912 F.Supp. 1187, 1192-93 (N.D.Iowa 1996) (applying Dataphase standards to motion for preliminary injunction under 18 U.S.C. § 1345 after finding a correlation between the Dataphase standards and the special requirements of the fraud injunction statute); Heather K v. City of Mallard, 887 F.Supp. 1249, 1256-66 (N.D.Iowa 1995) (ruling on application for TRO in ADA case, which sought to enjoin municipality’s open burning ordinance which was causing injury to child with severe respiratory problems, including explication and application of each of the Dataphase factors); Curtis 1000, Inc. v. Youngblade, 878 F.Supp. 1224, 1243-49 (N.D.Iowa 1995) (ruling on application for preliminary injunction, which sought to enjoin conduct by a former salesman in violation of a covenant not to compete, also including discussion and application of Dataphase factors); Sports Design and Development, Inc. v. Schoneboom, 871 F.Supp. 1158, 1162-65 (N.D.Iowa 1995) (concluding standards are the same for a TRO or preliminary injunction, citing S.B. McLaughlin & Co. v. Tudor Oaks Condominium Project, 877 F.2d 707, 708 (8th Cir.1989), and applying those standards from Dataphase in case involving alleged trademark infringement of fishing lures); but see Terra Int'l Inc. v. Mississippi Chem. Corp., 896 F.Supp. 1468, 1473 (N.D.Iowa 1995) (Dataphase factors are not applicable to a motion for a preliminary injunction to enjoin a second-filed action, citing Northwest Airlines, Inc. v. American Airlines, Inc., 989 F.2d 1002, 1004 (8th Cir.1993)). The court will not expound upon those standards extensively here. The important point is that the standards generally applicable to issuance of either a temporary restraining order or a preliminary injunction in this circuit are set out in the seminal Dataphase decision. See Dataphase Sys., Inc., 640 F.2d at 113 & n. 5. 1. “Dataphase” standards Over the last decade and a half, the Eighth Circuit Court of Appeals has repeatedly cited the standards stated in Data-phase as the basis on which courts are to determine whether or not to issue a preliminary injunction in a civil case. Heather K., 887 F.Supp. at 1256-57 (citing Eighth Circuit Court of Appeals cases applying these standards). The Eighth Circuit Court of Appeals most recently applied these standards in Henderson v. Bodine Aluminum, Inc., 70 F.3d 958 (8th Cir.1995). One recent formulation of the Dataphase standards is as follows: When considering a motion for a preliminary injunction, a district court weighs the movant’s probability of success on the merits, the threat of irreparable harm to the movant absent the injunction, the balance between the harm and the injury that the injunction’s issuance would inflict on other interested parties, and the public interest. Dataphase Sys., Inc. v. C L. Sys., Inc., 640 F.2d 109, 114 (8th Cir.1981) (en banc). We reverse the issuance of a preliminary injunction only if the issuance “is the product of an abuse of discretion or misplaced reliance on an erroneous legal premise.” City of Timber Lake v. Cheyenne River Sioux Tribe, 10 F.3d 554, 556 (8th Cir.1993), cert. denied, — U.S. -, 114 S.Ct. 2741, 129 L.Ed.2d 861 (1994). Pottgen v. Missouri State High Sch. Activities Ass'n, 40 F.3d 926, 929 (8th Cir.1994). The burden of establishing the propriety of a preliminary injunction is on the movant. Baker Elec. Co-op., Inc. v. Chaske, 28 F.3d 1466, 1472 (8th Cir.1994); Modem Computer Sys., Inc. v. Modern Banking Sys., Inc., 871 F.2d 734, 737 (8th Cir.1989) (en banc). “No single [Dataphase] factor in itself is dispositive; in each case all of the factors must be considered to determine whether on balance they weigh towards granting the injunction.” Baker Elec. Co-op., 28 F.3d at 1472 (quoting Calvin Klein Cosmetics Corp. v. Lenox Labs., Inc., 815 F.2d 500, 503 (8th Cir.1987), and also citing Dataphase). 2. Other standards Although the Dataphase standards are generally applicable to motions for preliminary injunctions in civil cases in this circuit, the court cannot pass on without comment on at least two other candidates in this case for articulations of the applicable standards. First, in another diversity action also involving efforts by a former employer to enjoin competition by a former employee purportedly in violation of a non-competition agreement, this court considered whether the Erie doctrine, requiring application of state law to substantive questions in diversity cases, required application of state or federal standards to issuance of a preliminary injunction. See Curtis 1000, Inc., 878 F.Supp. at 1243-44. In Curtis 1000, this court concluded that it should apply federal rather than Iowa law to the determination of whether a preliminary injunction should issue in that case, because, the court found, federal courts are to apply their own rules of civil procedure, including Fed.R.Civ.P. 65, which incorporates traditional federal equity practice for the issuance of preliminary injunctions. Id. at 1244. The parties here have not raised the question of whether state or federal law applies to the issuance of a preliminary injunction in this ease, this court has decided the question in a prior decision and finds no ground to abandon that decision, and, furthermore, again as in Curtis 1000, the court concludes that, as a practical matter, application of federal rather than Iowa law to the question before the court would not be “outcome determinative,” as Iowa courts apply roughly the same test as do federal courts of this circuit to issuance of a preliminary injunction, although the Iowa standard may in fact be more lenient. Id. Therefore, the court will look to the federal standards, rather than state standards, for issuance of a preliminary injunction. That is not the end of the potentially applicable standards in this case, however, any more than it was the end of the question in Curtis 1000. In both this case and Curtis 1000, the court has been confronted with purported agreements between the parties stating standards applicable to issuance of a preliminary injunction in the circumstances alleged here, breach of a confidentiality agreement and breach of a non-competition agreement. See Curtis 1000, 878 F.Supp. at 1249-51. In Curtis 1000, the parties had entered into a non-competition agreement which provided that the employer need only prove the existence of a breach of the covenant not to compete, not proof of each of the Dataphase factors, in order to be entitled to injunctive relief. Id. at 1250. Here, the court notes that the Confidentiality Agreement signed by O’Rourke provides that the parties recognize that “any violation of this Agreement will cause Company immediate and irreparable harm which money damages cannot adequately remedy,” and “[therefore, upon any actual or impending violation of this Agreement,” O’Rourke consented to issuance of a preliminary injunction, “without bond,” enjoining violation of the Confidentiality Agreement. Confidentiality Agreement, p. 2, ¶2. Furthermore, the “Non-Disclosure/Non-Comp ete” Agreement O’Rourke is purported to have signed also contains provisions governing issuance of a preliminary injunction, which provide that “[i]t is expressly understood and agreed that in the event of the violation by Employee of this agreement or of the threatened violation thereof, the Employer shall be entitled to obtain an injunction enjoining and restraining Employee from violating the terms of this agreement,” and stating the employee’s consent to issuance of an ex parte TRO upon any violation or threatened violation of the agreement. “N on-Disclosure/N on-Compete” Agreement, p. 2, ¶ 4. Thus, these contractual standards for issuance of a preliminary injunction are even broader than those encountered in Curtis 1000, because they provide for issuance of a preliminary injunction upon proof of either a violation, or threatened violation, of the terms of the agreements, without proof of each of the Dataphase factors, in order to be entitled to injunctive relief. Cf. Curtis 1000, 878 F.Supp. at 1250 (preliminary injunction to issue on proof of a breach of the non-competition agreement). As in Curtis 1000, the court concludes that these contractual standards are not at odds with Eighth Circuit Court of Appeals standards, because “the Court of Appeals of this circuit has held that irreparable harm ‘can be inferred from a trial court’s actual finding of a breach [of a restrictive covenant] by the defendant.’ ” Id. (quoting Overholt Crop Ins. Serv. Co. v. Travis, 941 F.2d 1361, 1371 (8th Cir.1991)). Furthermore, the principle of freedom of contract is entitled to some precedence where courts have accepted certain restraints on trade. Id. However, as in Curtis 1000, the court again concludes that it need not decide whether to apply Dataphase standards or contractual standards in this case, at least not immediately, because “if in this case [Uncle B’s Bakery] is entitled to a preliminary injunction under the more stringent standards established by Dataphase and its progeny, then the court need not consider the lower threshold purportedly set by the contracts].” Id. at 1250-51. Only if the court concludes that Uncle B’s Bakery is not entitled to a preliminary injunction under the Dataphase standards will it return to the question of