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Columbia Journal of Transnational Law

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This note describes the fundamental aspects of software protection and applies the requisites of U.S. trade secret protection to software. After explaining how the UNCTAD and Brazilian transfer of technology regimes apply to software licensing arrangements, this note argues that software distribution under these regimes estops U.S. trade secret protection by defeating the requisites of secrecy and competitive advantage. Specifically, the effects of the UNCTAD Draft International Code of Conduct on the Transfer of Technology (UNCTAD Code) and the Brazilian technology transfer regulations are analyzed to demonstrate the difficulties posed by legal regimes being considered and already in force in a number of developing countries. This note concludes with an analysis of some of the possibilities for protection of trade secrets with international softward distribution.