IP Law Daily, TRADE SECRETS—5th Cir.: $168 million trade secrets verdict largely upheld in CSC-TCS dispute, permanent injunction narrowed, (Dec 1, 2025)

By Ravindra Kumar Singh, B.L.

TCS's unauthorized use of CSC's software to win a $2.6B contract and develop a rival platform justified damages; injunction on non-parties vacated and remanded.

The U.S. Court of Appeals for the Fifth Circuit largely upheld a trade secrets judgment in favor of Computer Sciences Corporation (CSC), affirming the jury’s finding that Tata Consultancy Services Limited (TCS) willfully and maliciously misappropriated CSC’s confidential software, and sustaining awards of $56 million in compensatory damages and $112 million in exemplary damages. The court found that TCS had improperly used CSC’s source code and technical manuals to gain an unfair advantage, acted with clear knowledge of CSC’s rights, and benefited through avoided development costs. However, it vacated and remanded the permanent injunction, holding that its scope—particularly restrictions on non-party employees and a 10-year monitorship—was not narrowly tailored to prevent future misuse of trade secrets as required under Rule 65(d) and the DTSA (Computer Sciences Corp. v. Tata Consultancy Services Ltd., No. 24-10749 (5th Cir. Nov. 21, 2025)).

Background. The plaintiff/appellee Computer Sciences Corporation (CSC) is a U.S.-based multinational technology services provider that licensed its proprietary insurance platforms—CyberLife and Vantage—to Transamerica, a major insurer. The defendant/appellant Tata Consultancy Services Limited (TCS), an India-based global IT consultancy, provided third-party maintenance services for Transamerica. TCS sought to replace CSC as Transamerica’s software vendor and eventually secured a $2.6 billion contract to do so using its BaNCS platform.

CSC alleged that TCS, while serving as a contractor, accessed and misused confidential CSC source code and technical manuals to gain a competitive advantage in its bid and to accelerate BaNCS's market development in the U.S. This alleged misuse formed the basis for CSC’s trade secrets claim under the DTSA.

The trade secrets comprised CSC’s source code and detailed technical manuals for the Vantage and CyberLife platforms. These included proprietary business logic and core functionalities such as a “rate of return” algorithm. CSC maintained that these materials were accessible only under strict contractual constraints, and that Transamerica’s third-party contractors—like TCS—were bound to use them solely for Transamerica’s benefit.

TCS began accessing CSC’s materials in 2014 under a Third-Party Access Addendum (TPA) between Transamerica and CSC. In 2017, during a competitive bid to modernize Transamerica’s platforms, TCS gained further access under a new agreement. CSC later discovered that rebadged Transamerica employees (now working for TCS) shared Vantage source code with BaNCS developers. In August 2019, CSC filed suit in the Northern District of Texas, alleging trade secret misappropriation under the DTSA. After an eight-day jury trial, the district court entered judgment for CSC, awarding damages and imposing a permanent injunction. TCS appealed all aspects of the ruling except the fact of access.

Authorization under contract. The Fifth Circuit rejected TCS’s core defense that its use of CSC’s materials was authorized under the 2014 Third-Party Addendum. That agreement permitted access “solely for the benefit of” Transamerica. The court held that developing a competing product and preparing a bid to displace CSC exceeded that scope. The panel cited Syntel Sterling Best Shores Mauritius Ltd. v. TriZetto Group, Inc., 68 F.4th 792, 806 (2d Cir. 2023), to reinforce the principle that trade secret holders do not implicitly authorize use of their proprietary material to facilitate competition. The court further held that Transamerica's internal contracts with TCS could not override CSC's rights as the owner of the information.

Knowledge and intent. The court affirmed the district court's finding that TCS acted with willful and malicious intent. Evidence included TCS's failure to follow internal IP clearance procedures, its misleading statements to Transamerica, and its continued use of CSC materials despite CSC's objections. The court applied GlobeRanger Corp. v. Software AG United States of America, Inc., 836 F.3d 477 (5th Cir. 2016), to hold that a competitor’s express objections may provide actual or constructive notice sufficient to establish DTSA liability. TCS’s representations that rebadged employees were not using CSC IP were contradicted by internal emails sharing confidential manuals and code with BaNCS engineers.

Specificity of trade secrets. TCS argued that CSC failed to define its trade secrets with sufficient specificity. The Fifth Circuit declined to adopt a stricter standard than that applied in GlobeRanger, finding that CSC’s detailed descriptions of source code, architectural layouts, and system manuals met the DTSA’s requirements. Because TCS had not preserved the issue of a higher standard for appeal, the panel deemed the argument waived.

Compensatory damages. The district court awarded $56 million in compensatory damages based on the “avoided cost” of developing similar features independently. TCS argued that these damages were duplicative of the injunction and should be vacated under Syntel. The Fifth Circuit distinguished Syntel, holding that unjust enrichment under the DTSA does not require proof of separate financial harm to the plaintiff and may be based solely on the defendant’s improper gains. The court reaffirmed that unjust enrichment is a restitutionary measure, citing Univ. Computing Co. v. Lykes-Youngstown Corp., 504 F.2d 518 (5th Cir. 1974), and Bohnsack v. Varco, L.P., 668 F.3d 262 (5th Cir. 2012). The panel concluded that the cost savings TCS realized before the injunction justified monetary relief.

Exemplary damages. The court also upheld the award of $112 million in exemplary damages under 18 U.S.C. § 1836(b)(3)(C), which permits double damages for willful and malicious misappropriation. The panel noted that the parties agreed on the standard—“intentional misappropriation in conscious disregard of rights”—and found sufficient evidence to support the trial court’s finding. TCS’s internal communications and its failure to seek authorization from CSC provided a sound basis for enhancement.

Permanent injunction. The only partial reversal concerned the scope of the permanent injunction. The district court had barred all TCS employees who had worked on the project from participating in U.S. software development for 18 months and imposed a 10-year monitorship. The Fifth Circuit found these provisions overly broad, particularly as they affected third parties and went beyond preventing misuse of the specific trade secrets. Citing Symetra Life Ins. Co. v. Rapid Settlements, Ltd., 775 F.3d 242 (5th Cir. 2014), the court emphasized that equitable relief must be narrowly tailored. The panel remanded with instructions to modify the injunction to comply with Rule 65(d) and DTSA standards.

The Case is No. 24-10749.

Judge: Higginson, S.

Attorneys: Macey Reasoner Stokes (Baker Botts, L.L.P.) for Computer Sciences Corp. John Franklin Bash (Quinn Emanuel Urquhart & Sullivan, L.L.P.) for Tata Consultancy Services Ltd. and Tata America International Corp.

Companies: Computer Sciences Corp.; Tata Consultancy Services Ltd.; Tata America International Corp.

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