Background
Multi-State Partnership for Prevention (MSPP) developed proprietary software for managing vaccination programs — technology that became critically important during the COVID-19 pandemic. According to MSPP’s complaint, Deloitte Consulting initially engaged with MSPP as a consultant, gaining access to the company’s proprietary vaccination management technology. MSPP alleges that Deloitte then misappropriated this technology and used it to secure a lucrative Centers for Disease Control and Prevention (CDC) contract worth at least $80 million for COVID-19 vaccine tracking and distribution.
MSPP sued under both the federal Defend Trade Secrets Act (DTSA) and state trade secret law. Deloitte moved to dismiss, arguing that MSPP’s complaint failed to adequately identify the trade secrets at issue or explain how Deloitte allegedly used them.
The Court’s Holding
Judge Castel denied Deloitte’s motion to dismiss the bulk of the trade secret claims. The court found that the complaint “sufficiently alleges the features Deloitte misappropriated and how the consulting firm used them.” MSPP’s allegations — that Deloitte gained access to proprietary technology through a consulting relationship and then deployed that technology to win a competing government contract — stated plausible claims for trade secret misappropriation under both federal and state law.
Key Takeaways
- Consulting relationships create trade secret risk: This case highlights the perennial risk of sharing proprietary technology with consultants and potential business partners. When a consulting engagement gives a larger firm access to a smaller company’s crown jewels, the smaller company must take concrete protective measures — NDAs, access controls, and documentation — or risk losing its most valuable assets.
- Government contract competition adds stakes: The alleged misappropriation here wasn’t just about stealing software — it was about using that stolen technology to win an $80 million federal contract. The government contracting context amplifies both the damages and the public interest implications.
- DTSA pleading standards met: The court’s ruling confirms that plaintiffs can survive a motion to dismiss by identifying the general categories of trade secrets allegedly misappropriated and describing how the defendant used them, without needing to disclose every technical detail at the pleading stage.
Why It Matters
The case sits at the intersection of trade secret law, government contracting, and public health technology. If MSPP’s allegations are proven, the case would represent a significant instance of a major consulting firm leveraging its client relationships to appropriate proprietary technology for its own competitive advantage — a pattern that smaller technology companies have long feared. The ruling means Deloitte will face discovery into its internal development processes and the extent to which MSPP’s technology influenced its CDC contract work. For the broader tech industry, the case reinforces that the DTSA provides meaningful protection against misappropriation by business partners, even when the alleged theft involves complex software systems rather than traditional industrial secrets.