United States Court of Appeals
                     For the First Circuit


No. 22-1258

                  ALLSTATE INSURANCE COMPANY,

                      Plaintiff, Appellee,

                               v.

     JAMES FOUGERE, SARAH BRODY-ISBILL, A BETTER INSURANCE
                    AGENCY, INC. a/k/a ABIA,

                    Defendants, Appellants.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
               FOR THE DISTRICT OF MASSACHUSETTS

          [Hon. Judith G. Dein, U.S. Magistrate Judge]


                             Before

                  Gelpí, Lynch, and Thompson,
                        Circuit Judges.


     Timothy K. Cutler, with whom Cutler & Wilensky LLP was on
brief, for appellants.
     J. Scott Humphrey, with whom Benesch, Friedlander, Coplan &
Aronoff LLP was on brief, for appellee.


                        August 29, 2023
                 THOMPSON, Circuit Judge.         This appeal arises from a

dispute between Allstate Insurance Company ("Allstate") and two of

its former agents -- Appellants James Fougere and Sarah Brody-

Isbill -- as well as a third Appellant, A Better Insurance Agency,

Inc. ("ABIA").           At the heart of this suit are spreadsheets which,

according to Allstate, contain trade secrets misappropriated by

Fougere and Brody-Isbill in breach of their contracts with it.                A

district         court   agreed   and   entered   summary   judgment   favoring

Allstate against all three Appellants.1              On appeal we are asked to

review these findings.             Also in the mix are two counterclaims

brought by Appellants against Allstate, which the district court

dismissed, and which Appellants seek to resuscitate on appeal.

                 As we consider Appellants' arguments, we first lay out

the factual background of this case and from there, consider the

district court's sundry legal rulings against Appellants.               Because

we conclude the district court committed no error, we affirm each

of them in turn.

                                  I.    Background

                 In February 2013, Fougere signed an exclusive agency

agreement ("EA agreement") with Allstate to sell the company's

auto       and    casualty    insurance    products    in   Massachusetts   and

thereafter began operating an agency in Framingham.                    Prior to


       1For purposes of our analysis, we refer to Fougere, Brody-
Isbill, and ABIA collectively as "Appellants."


                                        - 2 -
joining Allstate, Fougere had managed ABIA.              Once his Allstate

agency was up and running, Fougere hired Brody-Isbill to work for

him.       The following year, in April 2014, Brody-Isbill entered into

a separate EA agreement with Allstate, and opened up her own

Allstate agency in Auburn, MA.

               Under   their    agreements,    Brody-Isbill   and    Fougere

committed to working as "scratch" agents, so named because in this

role they were expected to solicit new customers and build new

books of business for the company from scratch (as opposed to

receiving existing Allstate customers or accounts), in exchange

for commissions for the company policies they sold.                  The EA

agreements sketched out numerous responsibilities for the agents.

Among other requirements, the agreements mandated that Fougere and

Brody-Isbill exclusively represent Allstate, which meant they were

prohibited from directly or indirectly soliciting, selling, or

servicing       insurance   from   other     insurance   companies   without

Allstate's approval.           Central to this appeal, the agents also

committed to maintaining information identified by Allstate as

confidential2 and promised that they would not misuse or improperly


       2   According to the EA agreements:
              Confidential information includes, but is not
              limited to:    business plans of [Allstate];
              information regarding the names, addresses,
              and ages of policyholders of [Allstate]; types
              of policies; amounts of insurance; premium
              amounts; the description and location of
              insured property; the expiration or renewal


                                     - 3 -
disclose the information, they would return the information to

Allstate when their agency relationships terminated, and they

would not use the information for any improper purpose.

          According   to   Allstate,    despite   Fougere's   financial

success, his Allstate agency quickly raised red flags due to its

alleged noncompliance with Allstate regulations and Massachusetts

state law.   Over a year into the contract, in September 2014, an

Allstate employee working with both Fougere and Brody-Isbill3

emailed corporate management claiming that, among several other

troubling practices, the two Allstate agents had been commingling

business, with Fougere being significantly involved in Brody-

Isbill's agency and the two of them sharing confidential Allstate

information between their agencies (in violation of their EA

agreements, as Allstate sees it).       Allstate further claims that

Fougere was also sharing this information with two other entities:




          dates of policies; policyholder listings and
          any policyholder information subject to any
          privacy law; claim information; certain
          information   and  material   identified   by
          [Allstate] as confidential or information
          considered a trade secret as provided herein
          or by law; and any information concerning any
          matters affecting or relating to the pursuits
          of [Allstate] that is not otherwise lawfully
          available to the public.
     3 In his email, the employee described himself as an Allstate
licensed sales producer who had "been working under [Fougere and
Brody-Isbill] as a Sales Manager and Training Specialist for all
of their new hires."


                                - 4 -
ABIA and an organization named Thumbs Up Marketing, Inc. ("Thumbs

Up"), which Fougere formed after becoming an Allstate agent.

Allstate describes Thumbs Up as another insurance agency.4

            Much of what followed once Allstate's concerns surfaced

is disputed by the two parties,5 and largely immaterial to this

appeal, but suffice it to say that in November 2014, Allstate

terminated its EA agreement with Fougere.       Then, in October 2015,

the company did the same with Brody-Isbill's agreement.6        With the

terminations, Allstate cut off each former agent's access to the

company's   online   electronic   records   portal   and   collected   any




     4  Appellants later (when opposing Allstate's motion for
summary judgment, submitted after the company filed suit) deny
these claims of wrongdoing and insist that the common link, Thumbs
Up, was a marketing company that bought and sold leads for the
insurance agencies. They maintain, as Fougere testified when being
deposed, that Thumbs Up did not blur the lines between the two
agencies, and solely "directed leads to the different agencies"
that the organizations would receive separately, on a queue system.
     5 Accordingto Allstate, after launching an investigation into
Fougere, the company found practices that gave Allstate grounds to
terminate his EA agreement for cause.         Fougere denies any
wrongdoing, and claims that he was terminated by Allstate in
retaliation for raising, to Allstate corporate management, what he
claims were numerous violations of Massachusetts insurance laws
and regulations by the company.
     6 The parties similarly dispute the terms of Brody-Isbill's
termination.     Allstate contends that, following Fougere's
termination, the company cautioned her to bar Fougere from playing
a role in her agency and advised her about unacceptable business
practices more broadly.    According to the company, compliance
issues at her agency continued, resulting in her termination.
Brody-Isbill denies that she received warnings from Allstate and
that she failed to comply with required business practices.


                                  - 5 -
physical files located in their Allstate agency offices.

           Central to this dispute is Allstate's contention that,

after terminating their EA agreements, Fougere and Brody-Isbill

breached   their   contractual   requirement   to,   post-termination,

return all confidential information to Allstate and refrain from

using any of it in the future.7 In November 2015, Allstate, through

counsel, sent a letter to Fougere stating that it had reason to

believe he had retained confidential information belonging to

Allstate, and had been using it to solicit Allstate customers on

behalf of ABIA. Fougere's attorney responded with a letter denying

the allegation, reassuring all that Fougere had not utilized any

confidential information to solicit clients, and guaranteeing that

the former agent would "continue to respect and not disclose any

confidential information of Allstate[.]"

           Several of Fougere's former employees, this time ones

who had worked under him at ABIA, contradicted this account.       In



     7 Under their EA agreements, Fougere and Brody-Isbill also
agreed that they would not solicit the purchase of products or
services in competition with those sold by Allstate for one year
following their respective terminations.    Appellants represent,
and Allstate does not expressly challenge, that Fougere waited out
this period before reentering the insurance business, and both
parties are silent on the extent to which Brody-Isbill complied
with this contractual term.
     The agreements also provided that while the agents, following
termination, might sell their economic interest in any Allstate
customer accounts they developed, Allstate "retain[ed] the right
in its exclusive judgment to approve or disapprove such a
transfer."


                                 - 6 -
July 2016, three former ABIA employees emailed Allstate that

Fougere had confidential information for thousands of Allstate

customers, and that he had been directing his agents to contact

those   customers.8     From   there,   the   former   employees   more

specifically alleged that Fougere had given his ABIA agents access

to files, on a restricted Google Drive, named "Framingham Allstate

book of business" and "Allstate Auburn book of business," which

included the "names, addresses, phone numbers, email addresses,

renewal dates, types of insurance policies, and premiums paid by

insurance customers."   According to the former employees, Fougere

had directed ABIA employees to solicit the customers contained

within the spreadsheets, and had acknowledged, in Brody-Isbill's

presence, that the files were retained from both of their former

Allstate insurance agencies.    After making additional allegations

about Fougere and Brody-Isbill misusing Allstate's confidential




     8 The email was sent under a fake name and claimed that Fougere
had "over 5000 customers on a list with all their information and
phone numbers from [A]llstate," and that Fougere "has his agents
call out to these customers" and solicit their business. The three
former ABIA employees -- Kevin Gabbet, Jonathan Anderson, and Brian
Plain -- unmasked, subsequently submitted affidavits alleging
Fougere and Brody-Isbill misused confidential information from
their former Allstate agencies in the course of conducting business
for ABIA. By this point, the former ABIA employees had started
their own insurance agency, Premier Shield, which had settled its
own separate lawsuit with ABIA.
     For their part, Appellants (in their opposition to Allstate's
summary judgment request) claimed that the affidavits were drafted
by Allstate's counsel, and, without elaboration, disputed "the
truthfulness of the statements."


                                - 7 -
information,   the   former   ABIA   employees   forwarded   copies   of

portions of spreadsheets entitled "Framingham Allstate book of

business" and "Allstate Auburn book of business" to Allstate, which

they claim contained information verifying their assertions.

                Allstate's Suit Against Appellants

           Weeks later, in August 2016, Allstate filed suit against

Fougere and Brody-Isbill, and soon after, amended its complaint to

include ABIA as a defendant.9         Allstate's operative pleading

brought breach of contract and trade secret claims (alleging trade

secret misappropriation under both common law and the Defend Trade

Secrets Act (DTSA), 

) against Fougere and Brody-

Isbill; DTSA and tortious interference with advantageous business

relationship claims against ABIA; and claims against all three

Appellants for unfair competition in violation of Mass. Gen. Laws

ch. 93A.

           For their part, the three defendants denied wrongdoing,


     9 Because the events that gave rise to this amendment are
disputed, we do not dwell on them. But according to Allstate, in
the course of a voluntary meeting at ABIA's office, Allstate's
counsel asked to view ABIA's Google cloud computing folder where
Allstate believed the spreadsheets were being stored.        After
nothing turned up, counsel asked to see the "trash" folder, where,
according to Allstate, the "Allstate" files appeared -- prompting
the company to amend its complaint to bring claims against ABIA.
Allstate brought a motion for sanctions for destruction of
evidence, which was subsequently withdrawn. Appellants deny this
account and claim that "[a]ll sets of the spreadsheets were
voluntarily identified by Mr. Fougere when he invited Allstate to
ABIA's office at the commencement of the action to view his
computers."


                                - 8 -
listed numerous affirmative defenses, and filed counterclaims of

their own.   They alleged that Allstate had breached Fougere's and

Brody-Isbill's contracts, violated 

by failing to provide adequate notice before their terminations,

violated Mass. Gen. Laws ch. 175, § 162F by misappropriating

information that belonged to them, wrongfully interfered with

Fougere's contractual relations, and violated Mass. Gen. Laws ch.

93A by engaging in bad faith business practices.

          A few weeks later, the parties filed a joint motion

requesting the court enter an agreed-upon preliminary injunction.

The court did so in November 2016, entering a stipulated order

under   which     Appellants     were   "enjoined   from,    directly   or

indirectly, accessing, using, possessing, or having access to

Allstate Confidential Information" and using or accessing four

documents contained on Fougere's or ABIA's databases entitled TU

Framingham, TU Auburn, Allstate Framingham, and Allstate Auburn.

          In the course of discovery, Allstate requested and the

court ordered a forensic examination of Appellants' electronic

systems, databases, and servers.        Through the order, Allstate was

granted permission to take and retain screenshots of the four

spreadsheets identified in the preliminary injunction.            However,

by the time the forensic exam was finally conducted, two of the

"Allstate"      documents   --    Allstate   Framingham     and   Allstate

Auburn -- had been permanently deleted.


                                   - 9 -
             Nonetheless, Allstate was able to procure screenshots of

TU   Framingham   and     TU    Auburn,     both       of   which    closely      matched

Allstate's     audits    of     Fougere's        and    Brody-Isbill's        books     of

customer information while they were still with the company.

According to Allstate, of the 35 names in the TU Framingham

screenshot, 34 were Allstate customers affiliated with Fougere's

agency prior to his termination.             Allstate found similarly for 22

of the 29 customers listed in the TU Auburn screenshot, who had

been with Brody-Isbill's agency before her termination.                              While

Appellants quibbled over the validity of these comparisons,10 they

ultimately     produced       the    full    TU    Framingham         and    TU     Auburn

spreadsheets ("the spreadsheets") and eventually conceded that

they "each contain the names of thousands of Allstate customers,

along with their renewal dates, premiums, types of insurance,

Allstate policy numbers, driver's license numbers, home addresses,

phone numbers, and email addresses."

             Following    the       close   of    discovery,        both    sides    filed




      10After the close of discovery, in their opposition to
Allstate's statement of facts for summary judgment, Appellants
questioned the authenticity of Allstate's audits of their former
Allstate agencies.     Without challenging the substance of the
comparisons, they argued that "[n]one of Allstate's witnesses
could authenticate the audit. None of [the] witnesses knew who
did the audit, what the parameters of the audit were, when it was
done or how it was done." While Appellants continue this line of
arguments on appeal, they do not present any substantive challenges
to the audit or screenshots, nor do they indicate how this should
materially alter the summary judgment analysis.


                                        - 10 -
partial   motions   for   summary    judgment,    which   were   granted    to

Allstate and denied for Appellants.          The court determined that the

spreadsheets retained by Appellants constituted confidential and

trade secret information belonging to Allstate, and accordingly

granted summary judgment, as to liability, on the company's breach

of contract and misappropriation of trade secrets claims against

Fougere and Brody-Isbill, as well as its DTSA claims against both

them and ABIA.11    The court also found in favor of Allstate on each

of Appellants' counterclaims, dismissing them accordingly.

           After the court's summary judgment decisions, Appellants

moved the court to reconsider based on what they described as an

intervening change of law.          As they saw it, the court's trade

secret rulings were in conflict with a decision issued by this

court shortly after the district court's order, TLS Mgmt. & Mktg.

Servs., LLC v. Rodríguez-Toledo, 

 (1st Cir. 2020).              The

district court disagreed and denied the motion.

           In the wake of these favorable rulings from the court,

Allstate opted to dismiss its remaining claims -- for tortious

interference and unfair competition -- against Appellants, as well

as those for actual damages.        Allstate instead sought and received


     11 Thoughnot relevant to the issues before us today on appeal,
we note that the court also granted Appellants' motion to strike
certain representations made by Allstate's attorney, denied
Appellants' motion to disqualify the attorney, and denied
Allstate's motion for sanctions filed in response to Appellants'
disqualification motion.


                                    - 11 -
nominal damages amounting to $2.00 for both of its contract claims,

as well as an award of attorneys' fees from Fougere and Brody-

Isbill.    Finally, the court granted Allstate's request to convert

the   preliminary   injunction   entered   against   Appellants   into   a

permanent one, enjoining them from using, processing, or having

access to Allstate confidential information.

           Appellants timely filed        this   appeal challenging the

district court's rulings below.      Before us, they argue that the

district court erred when it granted Allstate summary judgment on

Appellants' counterclaims under 

 and

ch. 93A, did the same on the company's breach of contract and trade

secret claims against Fougere and Brody-Isbill, denied Appellants'

request to reconsider its trade secret rulings, issued a permanent

injunction against all three Appellants, and awarded attorneys'

fees to Allstate.    Appellants also challenge the district court's

DTSA ruling against the three Appellants and, contending that

Allstate brought its DTSA claims against them in bad faith, urge

that they are entitled to attorneys' fees from Allstate under the

statute.    Starting with the court's resolution of the competing

summary judgment motions, we consider each challenge in turn.

                       II.   Standard of Review

           We apply a fresh-eyed de novo review to the district

court's summary judgment rulings, scrutinizing the record as the

district court did.     Rivera-Corraliza v. Puig-Morales, 794 F.3d


                                 - 12 -
208, 214 (1st Cir. 2015).        Accordingly, we will affirm the court's

dismissal    of    Appellants'    counterclaims,        and     grant    of    summary

judgment    on    Allstate's     claims,      should    we     agree    that,    after

reviewing the record in the light most favorable to the non-

movants, there were no genuine disputes of material fact and the

court's conclusions were correct as a matter of law.12                       Lionbridge

Techs., LLC v. Valley Forge Ins. Co., 

 (1st Cir.

2022).

                                 III.   Our Take

            Our      analysis     begins        by     reviewing         Appellants'

counterclaims under 

, which entitles

independent       insurance    agents    to    180     days    of    notice     before

termination of their contracts, and Mass. Gen. Laws ch. 93A, § 2,

which prohibits "[u]nfair methods of competition and unfair or

deceptive    acts    or   practices     in    the    conduct    of     any    trade   or

commerce."       After concluding that neither apply to Fougere and

Brody-Isbill due to their exclusive relationships with Allstate,

we move on to the company's trade secret misappropriation claims

against Appellants. Because we hold that the spreadsheets at issue


     12Like the district court's analysis below, our review will
largely apply Massachusetts law because Allstate's common law
trade secret and breach of contract claims, as well as Appellants'
counterclaims for inadequate notice, 

, and bad faith business practices, Mass. Gen. Laws ch. 93A,
all arise from state law.    Both parties agree there is federal
jurisdiction over these claims under 

(a)
(diversity jurisdiction) and 1367 (federal question jurisdiction).


                                      - 13 -
contained trade secrets under the DTSA and Massachusetts common

law, and that Appellants misappropriated them, we affirm the

district court's summary judgment rulings in favor of Allstate

across the board.

                       A.   Appellants' Counterclaims

          We first turn to Appellants' counterclaims under 

 and Mass. Gen. Laws ch. 93A, both of which

were dismissed by the district court after it granted Allstate's

motion for summary judgment, and denied their motion for the same,

on both counts.

                  1.    Appellants' § 163 Counterclaim

          Appellants        urge   us    to   reverse   the   district   court's

dismissal of their counterclaim under 

, which provides:

          No company shall cancel the authority of any
          independent insurance agent for . . . casualty
          insurance . . . if said agent is not an
          employee of said company . . . unless the
          company gives written notice of its intent to
          cancel such agent or its intent to modify such
          contract at least one hundred and eighty days
          before the proposed effective date of any such
          cancellation or modification.

(Emphasis added).       Pressing the same argument here as they did

below, Appellants contend that irrespective of how Fougere and

Brody-Isbill were contractually categorized -- be they deemed

exclusive or non-exclusive agents -- they fall under the plain

sweep of this statutory provision because they were clearly not


                                        - 14 -
employees of Allstate.        As they construe § 163, they qualify as

independent insurance agents and were therefore entitled to at

least 180-days' written notice from Allstate before they could be

terminated.    And because they received no such notice, they argue,

Allstate violated the statute.

           After mulling over their argument, the district court

rejected it and concluded, as Allstate had contended, that § 163

did not cover them.    Teed up for us then is the first question for

our   consideration:     Do    Fougere   and   Brody-Isbill   qualify   as

independent agents under        § 163, making them entitled to its

protections?    After a careful review of the statute, we think the

court was right to conclude that they do not.

           As we consider Appellants' state law claim, "we look to

the pronouncements of [the] state's highest court" -- here, the

Massachusetts Supreme Judicial Court ("SJC") -- "in order to

discern the contours of that state's law."        In re Plaza Resort at

Palmas, Inc., 

 (1st Cir. 2014) (quoting González–

Figueroa v. J.C. Penney P.R., Inc., 

 (1st Cir.

2009)). "Where, as here, on-point authority from the highest state

court is unavailable, however, our task is to vaticinate how that

court likely would decide the issue.       For this endeavor we employ

the same method and approach that the state's highest court would

use."   

 (internal citations and quotations omitted).

           Under   Massachusetts    law,   "[a]   fundamental   tenet   of


                                  - 15 -
statutory interpretation is that statutory language should be

given effect consistent with its plain meaning and in light of the

aim of the Legislature unless to do so would achieve an illogical

result."    In re Custody of Victoria, 

 (2015)

(quoting Sebago v. Bos. Cab Dispatch, Inc., 

(2015)).   In doing so, "each clause or phrase is to be construed

with reference to every other clause or phrase without giving undue

emphasis   to   any   one   group   of   words,   so   that,   if   reasonably

possible, all parts shall be construed as consistent with each

other so as to form a harmonious enactment effectual to accomplish

its manifest purpose."         

 (quoting Worcester v. Coll. Hill

Props., LLC, 

 (2013)). "In other words, [courts]

consider the specific language of a statute in connection with the

statute as a whole and in consideration of the surrounding text,

structure, and purpose of the Massachusetts act."              Id. at 73.

           Mindful of these principles, we agree with the district

court's conclusion that reading "independent agents" to encompass

all non-employee agents, as Appellants urge, is a poor fit within

the context of understanding § 163.          Like the district court, we

start with a basic principle:        

 "was

intended to protect or benefit independent insurance agents and

brokers in their dealings with insurance companies."                Brooks v.

Hanover Ins. Co., 

 (1987).                   As the

district court saw it, § 163's use of the term "independent


                                    - 16 -
insurance    agents"    necessarily    refers     to   those    free   to    sell

insurance products for more than one company, or, in the parlance

of the industry, agents operating under the American Agency System.

See Arbella Mut. Ins. Co. v. Comm'r of Ins., 

(2010) ("[I]n Massachusetts, an agent who does business pursuant

to the American [A]gency [S]ystem is not an employee agent or an

exclusive agent; such an agent is an independent producer and thus

'free to sell insurance products through more than one company.'"

(quoting Nationwide Mut. Ins. Co. v. Comm'r of Ins., 

 (1986))).

            We agree with this reasoning. The American Agency System

is "a specialized canon of interpretative principles that applies

to contracts between agents and insurers," see 

 (emphasis

omitted), which has been codified in Massachusetts under Mass.

Gen. Laws ch. 175, § 162F.       Under the terms of the statute, agents

"doing    business    pursuant   to   the    so-called   American      [A]gency

[S]ystem, other than that of an employer to employee relationship,

shall own and have an exclusive right to use certain insurance

information contained in insurance policies . . . ."                Mass. Gen.

Laws ch. 175, § 162F.13        As the SJC explained in Arbella Mutual

Insurance   Co.,     this   information     is   typically     referred     to   as


     13 Appellants brought a counterclaim against Allstate based
on this statute, which the district court dismissed in its summary
judgment order. On appeal, Appellants do not challenge the court's
ruling on this claim.


                                   - 17 -
"expirations"    --    data,    like   insurance    policy    premiums    and

expiration dates, "necessary to solicit insurance policy renewals"

when a policy is soon to expire.        

.      The SJC noted

that "[w]ithout an exclusive right to use that information, agents

[within the American Agency System] effectively would cede their

renewal   business    to    insurers   as   soon   as   the   agents   submit

applications."   

       In other words, insurance companies would be

able to potentially sidestep the agents who originated the business

and who would have otherwise worked with their clients on renewing

their policies, either with the same company or another one, and

instead, solicit policyholders directly for renewal.            

           In our view, similar dynamics are at play with § 163.

As the district court pointed out, § 163 concerns notice rights

for certain agents should they be terminated by their agency.              A

key purpose of § 163, and its 180-day notice requirement, is to

protect "independent" agents by making sure they have time to

figure out how the upcoming termination will affect the policies

they generated and placed with the insurer.             See Frontier Mgmt.

Co. v. Balboa Ins. Co., 

 (D. Mass. 1985);

Brooks, 

.       For example, and as the district

court explained, to protect this interest, § 163 also includes an

optional administrative procedure, Cigna Fire Underwriters Co. v.

MacDonald & Johnson, Inc., 

 (1st Cir. 1996),

which Appellants do not invoke on appeal, but by which an agent


                                   - 18 -
may turn to referees to determine whether a termination will affect

the policies placed by the agent, Frontier, 

.

Should the referees conclude that the agent's legitimate financial

interests will be impacted, the statute requires the insurance

company to renew the affected policy and provide an additional

year of compensation to the terminated agent.              

            In light of this statutory scheme, we conclude that the

district court was correct to focus on what we believe is the

operative question for determining § 163's applicability:                    Who

owns the expirations?        These expirations seem akin to gold in the

industry -- they allow an agent to build diverse books of business

and long-term relationships with policyholders that, come time for

renewal,    are    unconstrained    by   the   interests    of     any   specific

insurance carrier.          In contrast, companies like Allstate, who

choose to conduct business through the use of exclusive agents,

already own this information, and affiliated agents are already

obligated to seek renewals solely for the agency.                As the district

court aptly observed, "[t]he procedures established in § 163 for

an agent to challenge a termination decision and seek post-

termination renewals has no application to exclusive agents, where

the renewals or continuations of the policies belong to the

insurance company after termination, and not to the agent."                    In

other words, "[u]nder an exclusive arrangement, there is no reason

to   have   a     hearing   or   otherwise     establish   a     procedure   for


                                    - 19 -
determining the agency's continued entitlement to renewals," or for

providing    a    180-day      period     for   assessing      the     financial

implications     of    the   termination.       By    virtue   of    owning   the

expirations, an agency like Allstate that does business through

exclusive agents is clearly entitled to such renewals, rendering

§ 163's protections irrelevant.

            But this interpretation, say Appellants, is flawed.                 In

support, they point to Nationwide Mutual Insurance Co., wherein

the SJC took      a different tack when interpreting yet another

insurance statute, Mass. Gen. Laws ch. 175, § 162D.                 

.   That statute, pursuant to a 1980 amendment, authorizes the

state insurance commissioner to set rates for insurers "which do

business    in   the     commonwealth      through     independent      licensed

insurance agents pursuant to the so-called American Agency System

or any other system, other than that of an employer to employee

relationship."        Mass. Gen. Laws ch. 175, § 162D.              The court in

Nationwide determined that the statute applied to an insurer with

an "Exclusive Agency System" (similar to Allstate's), because that

system did not "constitute[] an employer-employee relationship,"

the statute's only exception, and therefore "clearly f[ell] within

the language" of the statute.           Id. at 421.

            In   a    footnote,   the     Nationwide     court      stated    that

"[a]gents who operate under either the 'Exclusive Agency System'

or the 'American Agency System' are regarded as independent agents,


                                   - 20 -
in contrast to agents who are employees of an insurance company."

Id. at 418 n.2.       Because Allstate similarly lacked employer-

employee relationships with Fougere and Brody-Isbill, Appellants

insist that they must be independent agents and therefore within

the scope of § 163.

            While we acknowledge the somewhat analogous phrasing of

§ 163 and § 162D, we resist the linguistic temptation to allow our

analysis to turn entirely on a non-contextualized "explanatory"

footnote of this other provision, and instead interpret § 163

alongside its distinctive text, context, and purpose.            After all,

"[t]he object of all statutory construction is to ascertain the

true intent of the Legislature from the words used," so that "the

purpose of [the statute's] framers may be effectuated."             Johnson

v. Kindred Healthcare, Inc., 

 (2014) (internal

citations omitted).

            At no point did the Nationwide court purport to interpret

§ 163, which is at issue in this case, and the footnote that

Appellants rely on is irrelevant to the court's reasoning and to

the text of the statute.    The Nationwide court was confronted with

resolving   a   different   question   and   interpreting    a   different

statute than the one at issue here, so its dictum in a footnote

may not short-circuit our best reading of § 163.            Therefore, we

decline to adopt Appellants' interpretation of § 163 because, under

Massachusetts principles of statutory interpretation, Allstate's


                                - 21 -
reading of the statute prevails.

          But   our   analysis   does     not   end   there.    Even   if

"independent agents," for the purposes of § 163, are those who own

the expirations of the policyholders they are associated with,

Fougere and Brody-Isbill say they nonetheless fall within the

statute's purview because the record demonstrates they were not

exclusive agents.     They take issue with the district court's

conclusion to the contrary and maintain that the very language of

their EA agreements places this characterization issue in dispute,

thus making the grant of summary judgment inappropriate.14             The

provision Appellants point to for support, Section XXI(G) of the

EA agreements, states that "[t]he authority granted to Agency under

this Agreement is nonexclusive."          Thus, they say, the contract

directly contradicts the court's finding.        We disagree.

          Continuing, the provision cited by Appellants states

that "[t]he term 'Exclusive' as used in the title of this Agreement

refers to the obligations assumed by Agency under Section I.E."




     14They also claim that the record contains a factual dispute
as to whether the former agents were exclusive. In an affidavit,
Fougere represented that when he became an agent for Allstate, the
company "strongly encouraged [him] to continue servicing and
selling to all of [his] customers until [he] could . . . convert
those customers to Allstate policies."     We find this argument
unavailing.    As the district court pointed out, Fougere's
allegation does not challenge the exclusive nature of the
relationship; "[a]t most, it states that, with Allstate's
permission, Fougere was free to place non-competitive insurance
with other insurers."


                                 - 22 -
Turning to Section I.E., the provision states that the agencies

"will not, either directly or indirectly, solicit, sell, or service

insurance of any kind for any other company, agent, or broker . . .

without the prior written approval of [Allstate]."               As we read

these provisions in the aggregate, they clearly establish the

relationships between Allstate and its agents as exclusive, by

requiring the agents to solely sell insurance products on behalf

of Allstate and no other company.

          Given    the   exclusive   nature    of    Fougere's   and    Brody-

Isbill's relationships with Allstate, and, accordingly, the fact

that neither owned the expirations from their former Allstate

agencies, they do not qualify as "independent agents" under the

terms of § 163.    Therefore, we affirm the district court's summary

judgment ruling dismissing the counterclaim.

              2.   Appellants' Chapter 93A Counterclaim

          Shifting gears, Appellants also raise a challenge to the

district court's grant of summary judgment to Allstate on their

counterclaim which charged that Allstate engaged in bad faith

business practices in violation of Mass. Gen. Laws ch. 93A.             Their

claim is premised on the notion that, contrary to the district

court's   determination      that    Fougere's        and   Brody-Isbill's

relationships with Allstate were analogous to an employer/employee

situation and thus not covered by 93A, they in fact had an

independent   contractor    relationship      with   Allstate    akin    to   a


                                 - 23 -
franchisor/franchisee arrangement which the statute, they argue,

does reach.

            As    pertinent   here,    Chapter   93A   prohibits        "[u]nfair

methods of competition and unfair or deceptive acts or practices

in the conduct of any trade or commerce."              Mass. Gen. Laws ch.

93A, §§ 2, 11.      Designed "to encourage more equitable behavior in

the marketplace[,]" Manning v. Zuckerman, 

 (1983),

the statute applies to transactions that are commercial in nature

between parties engaged in "trade or commerce," see States Res.

Corp. v. The Architectural Team, Inc., 

 (1st Cir.

2005); Linkage Corp. v. Trs. of Bos. Univ., 

 (1997).

This requirement excludes certain transactions, such as strictly

private transactions like those between business partners or an

employer and employee.        Debnam v. FedEx Home Delivery, 

, 96–97 (1st Cir. 2014).           For non-employee relationships, like

those between Allstate and its former agents, this court has

concluded   that    Chapter   93A     applicability    hinges   on      "a   fact-

specific, case-by-case analysis into the type of relationship that

the independent contractor has with the company at issue."                   

 (internal quotation marks and citation omitted).             In Debnam, we

held that the operative question in such cases was whether the

independent      contractor   "was    offering   [their]   .    .   .    services

generally . . . for sale to the public in a business transaction."

   Relying on this language, the district court here concluded


                                     - 24 -
that Fougere's and Brody-Isbill's relationships with Allstate did

not qualify.    It reasoned as much based on its conclusion that the

relationships were exclusive because the two agents were not

permitted to sell other insurers' products in competition with

Allstate.

            In their brief, Appellants claim legal error in the

court's reasoning.     Appellants suggest that the court failed to

appreciate Fougere's and Brody-Isbill's relative independence from

Allstate, noting that they "formed their own agencies, conducted

their own advertising and marketing, [and] solicited their own

customers."    As noted earlier, in Appellants' view, Fougere's and

Brody-Isbill's Allstate agencies might better be understood as

franchises,    which   they   contend   are   subject   to   Chapter   93A

prescription.    For support, they cite to several cases involving

franchises where, according to them, Chapter 93A was found to

apply, see Brennan v. Carvel Corp., 

 (1st

Cir. 1991); Krumholz v. AJA, LLC, 

(D. Mass. 2010); Zapatha v. Dairy Mart, Inc., 

, 285–

87, 297–300 (1980), but they offer no explanation whatsoever of

how these cases are at all applicable to the dispute here.         Below,

the district court rejected this theory after pointing out that

nothing in the EA agreements, or otherwise, favored understanding

the agency relationships to be between a franchisor and its

franchisees.


                                 - 25 -
           After considering      Appellants'   argument, we    echo the

district court in rejecting it.          As the court pointed out, each

"EA   Agreement   does   not   mention   'franchise,'   'franchisee,'   or

'franchisor' anywhere, and there is no evidence to support the

conclusion that the defendants were to be considered franchisees."

In the face of these unambiguous contracts, Appellants may not

recast Fougere and Brody-Isbill's          relationships   with Allstate

under this term.

           Similarly, the EA agreements foreclose Appellants' case

for inclusion under Chapter 93A because we agree with the district

court that their exclusivity with Allstate defeats this pursuit.

Because Fougere and Brody-Isbill worked as exclusive agents, they

were not offering their business services to the public, but only

to Allstate.      Given that their work was solely on behalf of

Allstate, for which they had contracted to seek out customers,

they were not selling their professional services to the public.

Therefore, they were not engaged in "trade or commerce" and Chapter

93A has no application here.       See Debnam, 

 (no 93A

application when plaintiff's business was devoted entirely to

serving one company); Benoit v. Landry, Lyons, & Whyte Co., 

 (1991) (no 93A application when salesperson

provided services for only one broker).

           In their reply brief, Appellants attempt to distinguish

their case from Debnam and Benoit. However, we disagree with their


                                  - 26 -
untimely protestations, and agree with the district court and

Allstate that the cases apply here.       See Debnam, 

-

98 (favorably citing Benoit and other cases finding 93A did not

apply because the parties' relationship was exclusive); Benoit, 

 (finding 93A did not apply because the

plaintiff was prohibited "from receiving payment for his services

from anyone except the single broker with whom he or she is

affiliated").

          We therefore agree with the district court's conclusion

that Chapter 93A does not apply to Allstate's relationships with

Fougere and Brody-Isbill, and that the company was entitled to

summary judgment on this claim.

                        B.   Allstate's Claims

          We now turn to the claims brought against Appellants by

Allstate, for trade secret misappropriation in violation of the

DTSA and Massachusetts common law and in breach of Fougere's and

Brody-Isbill's EA agreements.15

          The   DTSA   and   Massachusetts   common   law   both   provide

protections for individuals and entities claiming misappropriation


     15Given that the EA agreements prohibited Fougere and Brody-
Isbill from misusing the confidential information contained in the
spreadsheets, and Appellants raise no specific challenges to the
district court's breach of contract findings outside of their
broader trade secret arguments, we consider the breach of contract
rulings concurrently.    That is, should we affirm the district
court's findings of trade secret misappropriation, we would affirm
the court's breach of contract rulings accordingly.


                                 - 27 -
of   their     trade    secrets.       To   prevail   on    such   a   claim        under

Massachusetts         common    law,    a   plaintiff      must    show      that    the

information is a trade secret which "the defendant used improper

means, in breach of a confidential relationship, to acquire and

use."       Incase Inc. v. Timex Corp., 

 (1st Cir. 2007).

Here, the district court, quoting Viken Detection Corp. v. Videray

Techs. Inc., 

 (D. Mass. 2019), assumed

that    "[t]he       standard   for    misappropriation      under     the    DTSA    is

substantially similar to that under Massachusetts law."                        Because

neither party challenges this framing, we assume the same as we

dive into Appellants' arguments on appeal.16                 In other words, our

analysis will draw no distinction between the district court's

misappropriation findings under the DTSA and state common law,

affirming or reversing them in tandem.

               In their brief, Appellants raise multiple challenges to

the district court's trade secret rulings.                 They maintain that:

                 •    the information contained in the spreadsheets do

                      not constitute trade secrets;




       We pause to note that the Massachusetts cause of action for
       16

trade secret misappropriation also requires the plaintiff to
demonstrate that they "took reasonable steps to preserve the
secrecy of the [trade secret] information." Incase, 

. Because the DTSA defines trade secrets in part as information
which "the owner . . . has taken reasonable measures to
keep . . . secret," 

(3)(A), we fold this
consideration into our analysis of whether or not the spreadsheet
information constituted trade secrets.


                                        - 28 -
            •   (as we understand their argument) even if they did,

                Allstate was not the owner of the documents and the

                information    contained      within,    defeating      the

                company's misappropriation claims; and

            •   summary judgment was inappropriate in any event,

                because Allstate failed to present evidence that

                Appellants    used    improper   means   to   acquire   the

                information contained within the spreadsheets.

We consider these arguments in turn.

     1.   The Contents of the Spreadsheets as Trade Secrets

          The DTSA and Massachusetts common law overlap in their

definitions of trade secrets.        The DTSA defines trade secrets, in

relevant part, as:

          [A]ll forms and types of financial [and]
          business . . . information, including . . .
          compilations, . . . whether tangible or
          intangible, and whether . . . stored [or]
          compiled . . . electronically . . . if -- (A)
          the owner . . . has taken reasonable measures
          to keep [the] information secret; and (B) the
          information   derives   independent   economic
          value, actual or potential, from not being
          generally known to, and not being readily
          ascertainable through proper means by, another
          person who can obtain economic value from the
          disclosure or use of the information[.]

(3).   In a similar vein, Massachusetts law takes

the term to include "compilation[s] of information which [are]

used in one's business, and which give[] him an opportunity to

obtain an advantage over competitors who do not know or use it."


                                - 29 -
Burten v. Milton Bradley Co., 

, 463 n.2 (1st Cir. 1985)

(quoting J. T. Healy & Son, Inc. v. James A. Murphy & Son, Inc.,

 (1970)).

            The SJC has long used factors mirrored in the DTSA's

trade secret definition for its own common law trade secret

analysis.    According to the court:

            Although no general and invariable rule can be
            laid down, . . . [there are] six factors of
            relevant inquiry: (1) the extent to which the
            information is known outside of the business;
            (2) the extent to which it is known by
            employees and others involved in the business;
            (3) the extent of measures taken by the
            employer to guard the secrecy of the
            information; (4) the value of the information
            to the employer and to his competitors; (5)
            the amount of effort or money expended by the
            employer in developing the information; and
            (6) the ease or difficulty with which the
            information could be properly acquired or
            duplicated by others.

Jet Spray Cooler, Inc. v. Crampton, 

 (1972)

(internal citations and quotation marks omitted).            We invoke these

factors, as relevant, throughout our analysis.

            Appellants raise challenges to the district court's

trade   secret   findings      under     either   definition    (making   no

distinction   between   them    in     their   arguments).     Specifically,

Appellants assert that the record is rife with genuinely disputed

facts indicating that the spreadsheet information was publicly

available and had no independent economic value, and that Allstate

did not take reasonable steps to protect it.           As they see it, the


                                     - 30 -
court committed legal error by finding to the contrary.              Because

these challenges are relevant to both federal and state trade

secret definitions, we follow Appellants' lead and consider their

challenges to the trade secret findings under both the DTSA and

Massachusetts common law concurrently.

                          a.    Public Knowledge

           It is axiomatic that "[m]atters of public knowledge or

of general knowledge in an industry cannot be appropriated" by an

entity as a trade secret.       Burten, 

 n. 2 (quoting

J. T. Healy & Son, Inc., 

).          Citing this principle,

Appellants suggest that the district court committed legal error

when it concluded that the spreadsheets' contents constituted

trade secrets because, according to them, "[e]ach of the individual

items of information contained in the [s]preadsheets were . . . of

public record."    This broad (and unsupported) statement highlights

the   dispute   between   the   parties   on   the   extent   to   which   the

spreadsheets contain, and might be duplicated using, publicly

available information.     Appellants maintain that Fougere compiled

the spreadsheets using information he had acquired from third party

sources such as the Massachusetts Registry of Motor Vehicles

("RMV") and Lexis/Nexis, whereas Allstate counters that certain

portions of the sheets were not available through any of those

means.




                                  - 31 -
              Here,    we   disagree    with     Appellants.         The    publicly

accessible      nature      of   certain    portions    of    the    spreadsheets

certainly informs our trade secret analysis.                       See     

(3)(B) (defining trade secrets, in part, as having value

"from   not    being     generally     known    to,   and    not    being    readily

ascertainable through proper means by" others); Jet Spray Cooler,

 (listing "the extent to which the information is

known outside of the business" and "the ease or difficulty with

which the information could be properly acquired or duplicated by

others" as factors to be considered in a trade secret analysis).

However, it is not dispositive, and does not defeat Allstate's

trade   secret    claims.         Rather,   we    affirm     their    grant    after

concluding that the inclusion of some information in compilations

which could have been obtained from public sources does not mean

the compilations were not trade secrets, and that trade secrets

may be found, even as to that information, when it would have been

immensely difficult to collect and compile it in the form in which

it appeared in the compilation.

              To remind, here Allstate claimed the information within

the spreadsheets to be trade secrets.                  Even assuming Fougere

retrieved some of this information from his claimed sources, it

would be difficult, if not impossible, to develop the spreadsheets

-- which listed thousands of Allstate customers, along with their

personal and policy information -- solely through those means.                    As


                                       - 32 -
the district court pointed out, "there is no question that the

compilation of customers, addresses, premium rates, renewal dates

and the like are not readily available to the public."

           The parties' factual disputes on this issue do not

challenge this conclusion.          For example, according to a deposition

of one Allstate witness (but disputed by Appellants), premium

amounts, which were included in the spreadsheets, are not publicly

available.     And although Allstate witnesses testified that one

could   access     a    person's     coverage       status,     driver's     license

information,      and   vehicle     information       through     the    RMV,    they

maintained that this information can only be accessed by insurance

agents for the purposes of risk assessment, and not for any

marketing purposes (as Fougere claims to have done when creating

the spreadsheets).        Further, Allstate points to information within

the   documents    that      it   maintains    is   not    publicly     accessible.

According to the company, "the RMV, for example, does not store

email addresses, while the [s]preadsheets found on ABIA's systems

are replete with the email addresses of Allstate policyholders."

The company also states that "none of the 'public' information

Appellants   point      to   identifies   whether         any   individual      is   an

Allstate customer" -- a claim which Appellants contest.

           Regardless of these disagreements, we see no error in

the district court's summary judgment logic and agree with its

conclusion that the compilations would not have been known outside


                                      - 33 -
of Allstate, and, to the extent they were duplicable, could only

be recreated at immense difficulty.     See, e.g., Optos, Inc. v.

Topcon Med. Sys., Inc., 

 (D. Mass. 2011)

(finding the factors favored treating a customer list containing

public information that would have been "practically impossible"

for someone to duplicate as a trade secret).

          This context clearly distinguishes the spreadsheets and

their contents from the common industry symbol that a plaintiff

sought to claim as a trade secret in Blake v. Professional Coin

Grading Service, 

 (D. Mass. 2012).    In Blake,

which Appellants cite in support of their case, the court rejected

the plaintiff's claim based on the conclusion that the purported

trade secret was already "in the public domain . . . there for the

free use of the public."   

 (internal quotation marks and

citation omitted).   In contrast (and to repeat), the spreadsheets

here contained unique information -- customers' policy numbers,

home ownership status, driver's license information, customer

status with Allstate, and most significantly for competitively

selling insurance products, premium amounts.17   At the very least,

Blake is inapplicable given that extensive compilations of this


     17 This also distinguishes the spreadsheets from "naked
customer lists" which, according to Appellants, may not be
considered trade secrets. See Lunt v. Campbell, No. 07-3845-BLS2,

, at *3 (Mass. Super. Ct. Sept. 24, 2007)
(concluding that it "is not apparent that mere names and telephone
numbers of customers . . . constitute confidential information").


                               - 34 -
information are clearly not already in the public domain free for

use.    And   more      broadly,   the     vast    and    at   least    partially

confidential nature of the information here favors a trade secret

finding.

           Therefore, we find no error on this ground.

                     b.    Independent Economic Value

           Next,     we     consider      the     economic     value     of     the

spreadsheets' contents to Allstate and its competitors, a key

factor for determining whether or not the spreadsheet information

may be defined as trade secrets.                See 

(3)(B)

(defining trade secrets in part as information which "derives

independent economic value"); Jet Spray Cooler, 

(including "the value of the information to the employer and to

his competitors" as a factor relevant for making a trade secret

determination).

           Appellants argue that Allstate failed to demonstrate

that the information had independent economic value, given their

factual declarations, under oath, that the spreadsheets were not

commonly   used    by     ABIA   and     that   ABIA     employees     failed   to

successfully make a sale using them.            In reply, Allstate points us

to the value of the customer information to the company, which was

enumerated in the EA agreements, as well as the value of such

information to any insurer looking to compete with the company.




                                       - 35 -
           In our view, the undisputed facts support the district

court's   finding    that   the    spreadsheets'    contents   had    economic

value. As the district court pointed out, and Allstate reiterates,

the EA agreements expressly stated that misuse of the company's

confidential information would cause "irreparable damage" which,

by definition, cannot be adequately compensated or remedied by any

monetary award or damages that may subsequently be awarded.               See

Ross-Simons of Warwick, Inc. v. Baccarat, Inc., 

(1st Cir. 1996) ("If the plaintiff suffers a substantial injury

that is not accurately measurable or adequately compensable by

money damages, irreparable harm is a natural sequel."); see also

Tri-Nel Mgmt., Inc. v. Bd. of Health of Barnstable, 

,

227–28 (2001) (noting that "[e]conomic harm alone . . . will not

suffice as irreparable harm").             Clearly, Allstate believed that

misuse of the information would not only exceed, but also entail,

economic harm.      Demonstrating this point, the EA agreements went

as far as expressly providing a way for terminated agents to sell

their "economic interest" in their Allstate books of business to

an Allstate-approved buyer, expressly signaling the value to the

company   of   maintaining        the    information.18   This   is    hardly


     18We disagree with Appellants' alternative spin on this fact,
by which they argue that the district court erred by finding
Allstate had economic value in Fougere's and Brody-Isbill's "books
of business" (their Allstate expirations, like the spreadsheet
information) given that under the EA agreements the two owned the
economic interests in these books.     As we understand it, they


                                        - 36 -
surprising -- as we discussed above, "expirations," like the data

included in the spreadsheets, are so valuable in the industry that

there is an entire system of rules to protect agents with exclusive

rights to them.      See Arbella Mut. Ins. Co., 

(describing   the   "American   Agency    System"   as   "giv[ing]   agents

privileged rights to insurance expirations over the insurers with

whom they contract"); see generally 4 Couch on Insurance § 57:58

(3d ed. 2023) (describing the American Agency System's protection

of agents' rights to expirations).        In the hands of a competitor

like ABIA, the spreadsheet information could be used to compete

with Allstate by offering, for example, insurance at premiums the

competitor knows to be less than what the customer currently pays.




believe the court committed legal error in finding economic value
"[b]y equating the value of the books of business to the value of
the [s]preadsheets and their contents" -- the former of which they
claim (without citation) is based on commissions Allstate was
paying to each agent, presumably as distinct from any value
inherent in the customer information.
     Setting aside the fact that this mischaracterizes the
district court's reasoning -- which based its conclusion on
multiple additional indications that the spreadsheet information
had economic value -- the court's point stands. In the course of
finding economic value in the contents of the spreadsheets, the
court noted that "when Exclusive Agents elect not to sell the
economic value in their book of business, Allstate can cede those
customer accounts to other Exclusive Agents" to incentivize strong
sales, entice new agents, and serve the customers listed. We agree
with the district court that in such instances -- like here, where,
to our knowledge, neither former agent sold their book of business
-- this further demonstrates the independent economic value of the
information to Allstate.


                                 - 37 -
That ABIA employees allegedly failed to make any sales using this

information does not diminish its potential value.

          Before moving on, we consider and reject an additional

argument raised by Appellants, who contend that a finding of

economic value here conflicts with Allstate's decision to dismiss

its claims for actual damages (which are based on economic harms

suffered by a prevailing party), because the choice amounted to a

waiver of the right to claim the company suffered economic harm

from Appellants' misappropriation of the information.19     We are

unaware of any case law which suggests that Allstate's decision to

forego tangible damages from Appellants for their misappropriation

requires concluding that the information misappropriated had no

economic value.

          Therefore, we affirm the district court's finding that

the information contained in the spreadsheets had independent

economic value.

           c.     Steps Toward Protecting the Information

          Moving to Appellants' final challenge to defining the

spreadsheets' contents as trade secrets, we consider their claim


     19In passing, Appellants also suggest that the company waived
its right to claim economic value because, in their view, "Allstate
did not treat the [s]preadsheets as a trade secret or having value"
when it came to investigating the spreadsheets and following up
with the former ABIA employees to ensure they were not still using
the spreadsheet information to compete with Allstate. We disagree.
The undisputed facts demonstrate the information had economic
value to the company.


                                - 38 -
that the district court erred in finding that        Allstate took

sufficient steps to protect the information.     Appellants suggest

that there are material factual disputes on this question and point

to a range of actions that the company, in their view, should have

taken to protect the information.20

          In determining whether information constitutes a trade

secret, both the DTSA and Massachusetts common law consider the

steps taken to protect the information.     See 

(3)

(defining trade secrets as those which "the owner . . . has taken

reasonable measure[s] to keep . . . secret"); Jet Spray Cooler,

 (listing "the extent of measures taken by the

employer to guard the secrecy of the information" as a factor

relevant for determining a trade secret).    To determine whether a

company took reasonable steps to protect its trade secrets, courts

have considered "1) the existence or absence of a [confidentiality

agreement], 2) the nature and extent of precautions taken, 3) the

circumstances under which the information was disclosed and 4) the

degree to which the information has been placed in the public




     20  These include providing training on securing the
confidentiality of customer information (which Allstate claims,
but Appellants dispute, was provided to Fougere and Brody-Isbill),
limiting the transmission of customer information to outside
entities like car dealerships, taking steps to secure and control
the management of information at Fougere's and Brody-Isbill's
Allstate agencies, and, after terminating their EA agreements,
ensuring there was no customer information on their computers.


                              - 39 -
domain or rendered readily ascertainable."              TouchPoint Sols., Inc.

v. Eastman Kodak Co., 

 (D. Mass. 2004).

          No    one     disputes     the    presence         of   confidentiality

provisions in the EA agreements.             Moving on then to the other

considerations, we agree with the district court's conclusion that

the undisputed facts in the record indicate that Allstate took

multiple steps towards protecting the information contained within

the spreadsheets and preventing it from disclosure.                    Through the

EA agreements, Allstate specified and communicated clearly which

information    was    confidential    and    how   it    was      to   be    handled.

Allstate also took multiple precautions to protect the information

by only granting access to agents, restricting its availability

through the use of passwords and, upon termination, revoking access

by former agents.      And as we discussed above, regarding the final

consideration, the information was not in the public domain nor

readily ascertainable.

          Altogether, this record evidences sufficient steps taken

by Allstate to protect its trade secret information. See Jet Spray

Cooler, 361 Mass. at 841–42 (finding trade-secret plaintiff needed

to take "an active course of conduct" to protect it); cf. Incase,

 (finding plaintiff did not take reasonable steps

because they failed to communicate confidentiality policies to

defendant).      Because    "the     standard      is    reasonableness,           not

perfection,"    see    Touchpoint    Sols.,     

,


                                    - 40 -
Appellants' contentions that Allstate could have done more to

protect the information do not undermine this conclusion, see

Optos, 

 ("[A] company need not take 'heroic

measures' to preserve the confidentiality of its trade secrets."

(quoting USM Corp. v. Marson Fastener Corp., 

(1979))).

            Therefore, we affirm the district court's finding that

Allstate    took   sufficient    steps     to   protect    the   information

contained in the spreadsheets.

            All in all then, after evaluating the spreadsheets, we

find the information contained therein was not readily accessible

to the public, had economic value, and was reasonably protected

from   public   disclosure.      Accordingly,     we   affirm    the   court's

conclusion that the information constituted trade secrets.

                    2.    Ownership of Spreadsheets

            Satisfied    that   the   spreadsheet      information     may   be

defined as trade secrets, we next consider the question Appellants

squarely raise and contest in their brief:                Who owns it?       As

Appellants see it, the customers, whose information the sheets

contained, and Fougere, who compiled the spreadsheets himself, own

the information -- purportedly dooming Allstate's trade secrets

misappropriation claims.        See 

(b)(1) (providing

that "[a]n owner of a trade secret that is misappropriated may

bring a civil action" (emphasis added)); Burten, 

                                  - 41 -
(noting that Massachusetts common law provides "protection to the

owner of a trade secret for the misappropriation of his ideas"

(emphasis added)).      Appellants raise a threshold challenge here,

arguing that the record contains multiple facts indicating that

Allstate did not own the spreadsheet information (and therefore

may not claim it as misappropriated trade secrets).

           The district court rejected this argument below, after

concluding that "[t]here is no question that the information

contained in the [spreadsheets] are the types of information that

are   specifically    listed      as    being    'confidential'        in    the    EA

Agreements."    For support, the court (again) called out the former

agents'    EA   agreements,       which    expressly        provided    that       any

confidential information acquired by the agents while working with

the   company   --   such    as   the    customer     and    policy    information

contained in the spreadsheets -- is "wholly owned by [Allstate]."

           Appellants cite several alleged facts within the record

which, in their view, indicate that this conclusion is in dispute.

Specifically, they contrast their detailed description of how

Fougere allegedly compiled the spreadsheets -- i.e., by turning to

publicly    available       sources     (as     discussed     above)        and    his

relationships    with   other      entities      --   with    Allstate       witness

deposition testimony suggesting that the company was unfamiliar

with the spreadsheets and how they were created.

           In our view, the language of the EA agreements renders


                                       - 42 -
these alleged facts immaterial, and any role that the agents played

in compiling the spreadsheets irrelevant for the purposes of

determining ownership.21      See Martinez v. Colon, 

(1st Cir. 1995) ("It is only when a disputed fact has the potential

to change the outcome of the suit under the governing law if found

favorably   to    the    nonmovant    that    the   materiality   hurdle   is

cleared.").      As the district court pointed out, there is nothing

in the agreements "which indicates in any way that confidential

information is limited to information compiled by Allstate instead

of the Agency."         Quite the opposite, the agreements expressly

described confidential information, and stipulated that "[a]ny

confidential information or trade secrets recorded on . . . [an]

electronic data file . . . whether provided by [Allstate] or by

[Fougere's or Brody-Isbill's] Agency, is the exclusive property of

[Allstate], as is any such medium and any copy of such medium."


     21 For this reason, two of Appellants' related arguments gain
no   traction.      First,  they   contend   the  district   court
inappropriately questioned the credibility of Fougere's claims
that he purchased the information included in the spreadsheets.
To the contrary, the district court, for the purposes of summary
judgment, assumed "that the spreadsheets contain at least some
information that [Fougere] purchased." The district court did so
because this disputed fact was not necessary for resolution on
summary judgment, because the EA agreements made ownership clear.
     Appellants also challenge Allstate's ownership on the grounds
that some of the information protected as confidential by the EA
agreements is also owned by the Allstate customers themselves, or
may be available from or transmitted by Allstate to third-party
sources. As we see it, this does not displace the terms of the EA
agreements, and the ownership of the information conferred to
Allstate by them.


                                     - 43 -
(Emphasis added).

          Because the agreements established Allstate as the owner

of the customer information included within the spreadsheets, we

affirm the district court's finding to this effect.22

                        3.    Improper Means

          Having affirmed the district court's conclusion that the

spreadsheet   information    constituted   trade   secrets,    and   that

Allstate owned those secrets, we finally consider the evidence

within the record of misappropriation by Appellants.          They argue

that the district court erred in granting summary judgment because

the record contained factual disputes about whether Fougere and

Brody-Isbill misappropriated confidential information contained



     22Appellants appear to misunderstand the significance of this
fact. They maintain that the court erred by finding a breach of
the EA agreements before first determining whether the spreadsheet
information constituted trade secrets separately under the law.
As they see it, this amounted to the enforcement of an illegal
contract because, according to them (citing no law in support), it
is illegal for a contract to "create" trade secrets enforceable by
law.
     We find this argument to be a nonstarter. Appellants do not
point to any authority which suggests the court was obligated to
conduct its analysis in a different order, and their arguments
seem to be at odds with Massachusetts law on what information may
be protected by a contract and/or described as a trade secret.
See Foster-Miller, Inc. v. Babcock & Wilcox Can., 

(1st Cir. 2000) (noting "doubt about whether and how the
Massachusetts courts differentiate among confidential information,
proprietary information, and trade secrets"); 

 ("We further
have recognized that confidential and proprietary business
information may be entitled to protection, even if such information
cannot claim trade secret protection." (quoting Warner–Lambert Co.
v. Execuquest Corp., 

 (1998))).



                                - 44 -
within    the    spreadsheets.23         Specifically,    they   contend   that

Allstate presented no evidence that either former agent -- and

particularly     not   Brody-Isbill       --   misappropriated     anything   in

violation of their EA agreement.           From Allstate's perspective, the

undisputed facts demonstrate liability for both agents.

            To   quickly   dispose       of    their   broader   challenge,   we

disagree with Appellants' claim that the record lacked evidence of

their misappropriation.      Most damning is the undisputed fact that

the spreadsheets found on ABIA's computer contained information,

as we've already described, which the EA agreements unquestionably

designated as confidential, and which constitute trade secrets

owned by Allstate.

            Appellants' challenge as to Brody-Isbill's liability is

more focused.      Their brief first argues Allstate presented zero

evidence    implicating    her     for    misusing     information   owned    by

Allstate other than the          allegation,      made by    the former ABIA

employees who blew the whistle on them to Allstate, that Brody-


     23 We pause to note that, while Appellants also appeal the
district court's DTSA ruling against ABIA, they raise no arguments
about ABIA's specific misappropriation (or lack thereof). In the
absence of such arguments, and having addressed the other elements
of the DTSA claim above (finding the spreadsheet information to be
trade secrets owned by Allstate) we need not opine on the evidence
in the record regarding misappropriation by ABIA in order to affirm
the court's ruling against the party.       See United States v.
Zannino, 

 (1st Cir. 1990) ("Judges are not expected
to be mindreaders. Consequently, a litigant has an obligation to
spell out its arguments squarely and distinctly, or else forever
hold its peace." (internal quotation marks and citation omitted)).


                                    - 45 -
Isbill was present when Fougere informed them that the spreadsheets

were retained from both of the former agents' Allstate agencies.

This, they say, is insufficient.                 Appellants next argue that

finding Brody-Isbill liable was inappropriate because, as they

tell   it,    the    district     court     found    that        the   extent    of   her

involvement with the spreadsheets was in dispute and thus, it was

not fit for a summary judgment ruling.

              After zooming in on the record, we agree with Allstate

--   both    of    Appellants'    assertions        lack    merit.        As    Allstate

highlights, two evidentiary offerings in particular, which were

not genuinely contested before the district court, implicate both

Appellants:        (1) the high match rate of customers listed in both

Allstate's        audit   of   Brody-Isbill's       book    of     business     and   the

screenshot procured of TU Auburn and (2) the affidavits of the

former      ABIA    employees.        In    response       to    Allstate's     factual

assertions,        when   opposing    the    company's          motion   for    summary

judgment, Appellants maintained that Brody-Isbill played no role

in creating or using the spreadsheets, and specifically challenged

the process by which the comparisons between TU Auburn and her

Allstate book of business were drawn.                  However, they ultimately

conceded that the spreadsheets included Allstate information from

her former agency which, as we've already concluded, belonged to

Allstate.      Further, while broadly attacking the affidavits of the

former      ABIA   employees     as   questionable         and    noncredible,        they


                                       - 46 -
nonetheless do not directly deny the truthfulness of the allegation

that    Brody-Isbill       was    present   (and,   presumably,      silent)    when

Fougere represented that the lists were retained from both former

Allstate agencies.24             Nor do they explain why, therefore, the

district court was wrong to rely upon them.              Consequently, we find

Appellants' arguments lacking.

              Addressing the other claim raised by Appellants -- that

the district court never actually found Brody-Isbill indisputably

liable      for   breach    of    contract,   but    instead   had    deferred    a

determination of the scope of misappropriation, if any, for trial

-- Allstate says this is not so.                  We agree and understand the

essence of the court's reasoning to go like this:                      Given that

Appellants presented nothing rebutting Allstate's                     evidence of

misappropriation by Brody-Isbill aside from Appellants' blanket

and    unspecific     denials       of    culpability,   the   district        court



        Along these lines, Appellants argue that "[i]n discussing
       24

the ex-employees, the district court ignored their contradictory
and qualifying deposition testimony and only relied on the
affidavits[.]" Similarly, they claim error in the fact that the
district court "also made the non-probative point that Ms. Brody-
Isbill used a false name when talking to customers while at ABIA."
They contend that subsequent deposition testimony called this
point into question.
     Appellants do not point to, and we do not discern, any
material facts that either argument places in dispute. Ultimately,
Brody-Isbill's liability stems from the undisputed fact that one
of the spreadsheets contained confidential information from her
former Allstate agency, and the unchallenged testimony that she
was present when Fougere discussed the document at ABIA. Because
Appellants' arguments do not challenge these points, we consider
them no further.


                                         - 47 -
considered the undisputed evidence against her (i.e., the TU Auburn

spreadsheet previously described, and the testimony of former ABIA

employees), and determined that any remaining discrepancies, that

is, those getting only at "the scope of Brody-Isbill's involvement

in any misappropriation," (our emphasis, but the court's words)

ought to be resolved at trial for damages.         Our understanding of

the   court's    misappropriation    reasoning   and   determination   is

further undergirded by the district court's grant of summary

judgment, on liability, to Allstate and against Brody-Isbill on

this very claim.        And Allstate's later decision to settle for

nominal damages instead of proceeding to trial on actual damages

does nothing to displace this finding.           In other words, by so

settling, the company took the scope, but not the question, of

Brody-Isbill's liability off the table.

           4.   Summing up on Trade Secret Misappropriation

           Given our fresh assessment of Appellants' challenges, we

affirm the district court's grant of summary judgment to Allstate

on liability for its trade secret and contract claims against

Appellants.25

                C.   The Court's Denial of Reconsideration

           Finally, we briefly address Appellants' contention that



       We briefly acknowledge, and summarily reject, Appellants'
      25

abbreviated argument that neither Fougere nor Brody-Isbill should
be subject to a permanent injunction "because there was no
misappropriation of trade secrets and no breach of their Agency


                                  - 48 -
the district court, in denying their motion for reconsideration,

"declined to apply the principles of law articulated in" TLS Mgmt.

& Mktg. Servs., LLC, 

 (TLS).26   There this court

concluded that the company claiming a trade secret violation had

failed to sufficiently "separate the [purported] trade secrets

from the other information . . . [that was] known to the trade."

 (alterations in original) (internal quotation marks and




Contracts." Having affirmed the district court's summary judgment
rulings to the contrary, this argument lacks basis.
     Similarly, we have not overlooked Appellants' district court
argument, cursorily raised in their reply but not opening brief,
that the permanent injunction was inappropriate because "there is
no evidence of the existence of irreparable harm to grant a
permanent injunction[.]"     But because Appellants raised this
argument belatedly, and did not develop it any further, we move on
from it. See Zannino, 

.
     Given our conclusion that the injunction legitimately stands,
we also dispose of Appellants' claim that it may not be imposed
against ABIA because the company was not a party to the EA
agreements. As the district court recognized, under Federal Rule
of Civil Procedure 65(d)(2)(C), entities "who are in active concert
or participation" with parties to an injunction may similarly be
enjoined. As an active participant in Fougere's and Brody-Isbill's
violations, ABIA is properly subject to the injunction.
     Finally, we reject Appellants' argument that they are
entitled to attorneys' fees because Allstate brought its DTSA claim
in bad faith. The DTSA provides, in relevant part, that "if a
claim of the [trade secret] misappropriation is made in bad faith"
a court may "award reasonable attorney's fees to the prevailing
party."   

(b)(3)(D) (emphasis added).       Because
Allstate prevailed on its misappropriation claims, Appellants are
not eligible for fees.
     26The parties, disagreeing about the extent to which this was
legal error, incorporate their TLS arguments into their trade
secret analyses.   However, because Appellants' arguments citing
the case arose for the first time on reconsideration, we consider
them separately, under the appropriate standard of review.


                              - 49 -
citation omitted). As Appellants see it, Allstate similarly failed

to identify its trade secrets with adequate specificity.               Instead,

the argument goes, Allstate inappropriately identified a grouping

of information and left it to the court "to ferret out what may or

may not be a trade secret," and the court committed legal error

under TLS by following this line and concluding that the whole of

the spreadsheets amounted to trade secrets.

            "[M]otions for reconsideration are appropriate only in

a limited number of circumstances:            if the moving party presents

newly discovered evidence, if there has been an intervening change

in the law, or if the movant can demonstrate that the original

decision was based on a manifest error of law or was clearly

unjust."    United States v. Allen, 

 (1st Cir. 2009).

We review denials for abuse of discretion.              

            We discern no abuse of discretion here.             As the district

court   suggested,     Appellants'    arguments       elide    the   significant

differences between TLS and this case.                  In TLS, the company

claiming trade secret violations argued that certain compilations

of   both   public   information     and    individual      client   information

constituted    trade    secrets,     but     could    not     articulate     what,

specifically, within the compilations qualified as trade secret

materials.     

.         In contrast, here Allstate has

consistently     maintained     that         the     spreadsheets      contained

compilations    of   customer   and        policy    information     which    were


                                   - 50 -
expressly labeled as confidential trade secret information within

its EA agreements with Fougere and Brody-Isbill.          In its summary

judgment motion, Allstate stated that it was claiming, as trade

secrets, the Allstate customer information contained within the

spreadsheet -- including thousands of Allstate customers' names,

addresses, policy numbers, types of insurance coverage, premiums,

and renewal dates.    This does not require the courts to "ferret"

anything out as Appellants claim, given that Allstate alleged and

the   district   court    held    that   such    "confidential     customer

information    included   in     the   spreadsheets   qualify    as   trade

secrets."

            Further, as the district court noted below when it denied

Appellants' motion to reconsider, the purported trade secrets at

issue in TLS were not customer lists.           Because such lists would

inevitably include some degree of customer-specific information

within the public domain, this context is relevant.             Here, given

that the sheets amounted to customer lists containing information

specifically identified as confidential in the EA agreements, we

agree with the district court's conclusion that Allstate alleged

sufficiently specific trade secrets.        See J. T. Healy & Son, Inc.,

 (explaining that "[a] trade secret may consist of

. . . a list of customers" where the information gives the owner

"an opportunity to obtain an advantage over competitors who do not

know or use" the information (quoting Restatement of Torts § 757,


                                   - 51 -
comment (b))); Jet Spray Cooler, 

 (collecting cases

involving trade secret customer lists).

                         IV.   Conclusion

          For the reasons stated above, we affirm the district

court's rulings.   Costs to Appellee.




                               - 52 -