In 2009, defendants-appellees Bank of New York Mellon Corporation, LLP and its subsidiary, The Bank of New York Mellon (collectively, “BNYM”) retained plaintiff-appellee Andre Pauwels as an independent contractor to work on an investment valuation project. BNYM and Pauwels continued to work together in the following years on a deal-by-deal basis. In 2014, to facilitate his work for BNYM, Pauwels developed the so-called Pauwels Model, a bespoke valuation tool that he used to evaluate BNYM’s potential energy-sector investments and to monitor existing ones. At various times between 2014 and the end of his working relationship with BNYM in 2018, Pauwels shared spreadsheets derived from the Pauwels Model with various employees and executives at BNYM. In 2016, BNYM retained defendants-appellees Deloitte LLP, Deloitte Tax LLP, and Deloitte USA LLP (collectively, “Deloitte”) to take over the work that Pauwels had been performing for BNYM. In 2018, Pauwels learned that BNYM had shared his spreadsheets with Deloitte without his consent. Pauwels alleges that Deloitte used the spreadsheets to reverse engineer the Pauwels Model and was using the model to conduct the services it provided to BNYM. After Pauwels confronted BNYM about its alleged unauthorized disclosure to Deloitte, BNYM terminated its relationship with Pauwels. Pauwels then brought suit against BNYM and Deloitte in the United States District Court for the Southern District of New York alleging, inter alia, that the Pauwels Model embodied a trade secret that they misappropriated. Pauwels also raised several other claims arising under New York law. BNYM and Deloitte moved to dismiss all of Pauwels’s claims. The district court (Abrams, J.) granted the motion and entered a final judgment dismissing the claims. Pauwels now appeals. For the reasons set forth below, we REVERSE AND REMAND the district court’s judgment insofar as it dismissed Pauwels’s unjust enrichment claim. We AFFIRM the remainder of the judgment. Judge Jacobs concurs in part and dissents in part in a separate opinion. ROBERT SACK, C.J. In 2009, defendants-appellees Bank of New York Mellon Corporation, LLP and its subsidiary, The Bank of New York Mellon (collectively, “BNYM”) retained plaintiff-appellee Andre Pauwels as an independent contractor to work on an investment valuation project. BNYM and Pauwels continued to work together in the following years on a deal-by-deal basis. In 2014, to facilitate his work for BNYM, Pauwels developed the so-called Pauwels Model, a bespoke valuation tool that he used to evaluate BNYM’s potential energy-sector investments and to monitor existing ones. At various times between 2014 and the end of his working relationship with BNYM in 2018, Pauwels shared spreadsheets derived from the Pauwels Model with various employees and executives at BNYM. In 2016, BNYM retained defendants-appellees Deloitte LLP, Deloitte Tax LLP, and Deloitte USA LLP (collectively, “Deloitte”) to take over the work that Pauwels had been performing for BNYM. In 2018, Pauwels learned that BNYM had shared his spreadsheets with Deloitte without his consent. Pauwels alleges that Deloitte used the spreadsheets to reverse engineer the Pauwels Model and was using the model to conduct the services it provided to BNYM. After Pauwels confronted BNYM about its alleged unauthorized disclosure to Deloitte, BNYM terminated its relationship with Pauwels. Pauwels then brought suit against BNYM and Deloitte in the United States District Court for the Southern District of New York alleging, inter alia, that the Pauwels Model embodied a trade secret that they misappropriated. Pauwels also raised several other claims arising under New York law. BNYM and Deloitte moved to dismiss all of Pauwels’s claims. The district court (Abrams, J.) granted the motion and entered a final judgment dismissing the claims. Pauwels now appeals. For the reasons set forth below, we REVERSE AND REMAND the district court’s judgment insofar as it dismissed Pauwels’s unjust enrichment claim and AFFIRM the remainder of the judgment. BACKGROUND We review de novo a district court’s grant of a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6). Cornelio v. Connecticut, 32 F.4th 160, 168 (2d Cir. 2022). To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to “state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a probability requirement, but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are merely consistent with a defendant’s liability, it stops short of the line between possibility and plausibility of entitlement to relief. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citations and internal quotation marks omitted). We may affirm a district court’s grant of a motion to dismiss “on any basis supported by the record,” Dane v. UnitedHealthcare Ins. Co., 974 F.3d 183, 188 (2d Cir. 2020) (citation omitted), “including grounds upon which the district court did not rely,” Leon v. Murphy, 988 F.2d 303, 308 (2d Cir. 1993). Pauwels’s allegations, and other relevant undisputed facts, are as follows: I. The Pauwels Model Pauwels, a “citizen of Belgium, residing in London, United Kingdom,” Jt. App’x 45 5, describes himself as having “years of experience and expertise in evaluating complex financial transactions,” id. at 48 21. In 2009, Kevin Peterson, a BNYM executive, approached Pauwels with an offer to work with BNYM as an “independent advisor” to help BNYM analyze potential investments. Id. at 46 14. Pauwels began providing his services to BNYM in April 2009 on a deal-by-deal basis. At no point relevant to this litigation did BNYM and Pauwels enter into a written contract that governed the parties’ working relationship. In March 2014, BNYM engaged Pauwels to evaluate a potential investment in the alternative energy sector. As part of his work on the project, Pauwels developed the so-called “Pauwels Model,” a “proprietary model to value BNYM’s proposed energy sector investments.” Jt. App’x 48 21. “The Pauwels Model served as both a direct valuation tool for Pauwels and as a means to check spreadsheets and proposals sent to BNYM by investment sponsors and arrangers.” Id. “In short, the Pauwels Model is an interconnected system of formulas and equations…. The Pauwels Model was integrated into and implemented in Excel spreadsheets (‘Pauwels Model Spreadsheets’)….” Id. at 51 33. The Pauwels Model Spreadsheets had a distinctive structure, layout, and design, and included formulas and a calculation sequencing structure. After Pauwels completed the March 2014 project, the scope of his work for BNYM expanded. Pauwels used the Pauwels Model to, among other things, analyze more than twenty potential energy-sector investments and to monitor BNYM’s existing investments. II. Pauwels’s Disclosure of the Pauwels Model Spreadsheets to BNYM Pauwels would typically send only the top-line outputs generated by the Pauwels Model to his points of contact at BNYM. These figures, importantly, were abbreviated. They did not disclose the “entire system of formulas and computations from the Pauwels Model.” Jt. App’x 51 31. However, unlike the top-line figures Pauwels typically sent to BNYM, Pauwels considered the Pauwels Model Spreadsheets to be confidential and proprietary, in part because the Pauwels Model Spreadsheets could be, and indeed ultimately were, used to reverse engineer the Pauwels Model and thereby disclose the model to persons who otherwise would not have access to it. At various times over the course of their working relationship, Pauwels sent Pauwels Model Spreadsheets to BNYM “when it was necessary to illustrate the basis for his expert advice and its implications.” Jt. App’x 52 35. Specifically, Pauwels sent Pauwels Model Spreadsheets to (1) Peterson, the BNYM executive who had hired him; (2) Martin Ruckel, a manager in BNYM’s tax accounting department; (3) an unnamed individual who replaced Ruckel in December 2017; (4) Reza Sarmasti, a managing director in charge of BNYM’s tax accounting department; and (5) Laura Hegedus, a managing director in charge of BNYM’s wind-energy investments. Although Pauwels did not send Pauwels Model Spreadsheets to anyone else at BNYM, he acknowledges that up to one hundred people could work on any single energy transaction. Pauwels alleges that he established “firm limits on who inside and outside of BNYM could receive (or even see) the Pauwels Model Spreadsheets.” Jt. App’x 53 37. Pauwels “included his initials — AP — in most of the Pauwels Model Spreadsheets that he shared with BNYM.” Id. at 54 39. However, these spreadsheets did not contain any other indication that Pauwels considered them to be confidential or to contain trade secret information. Moreover, Pauwels neither encrypted nor password-protect the materials that he sent to BNYM. In November 2014, Pauwels had a conversation with Sarmasti and Hegedus in which Pauwels said that he considered the Pauwels Model and the Pauwels Model Spreadsheets to be proprietary and confidential. Pauwels alleges that “Sarmasti and Hegedus agreed and confirmed, on behalf of BNYM, that the Pauwels Model and Pauwels Model Spreadsheets were confidential and proprietary and that they would not be shared outside of BNYM.” Jt. App’x 53 38. However, Pauwels and BNYM never entered into a written confidentiality or non-disclosure agreement regarding the model or the spreadsheets. Instead, Pauwels relied on his oral agreement with Sarmasti and Hegedus regarding the model and spreadsheets’ confidentiality and trusted that BNYM — including Kevin Peterson, whom he regarded as a friend — would not betray his trust and instead would keep the materials confidential. On two occasions — first in November 2014 and then in December 2016 — BNYM personnel, including Hegedus and Sarmasti, requested Pauwels’s permission to share the Pauwels Model Spreadsheets with third parties to facilitate various transactions. Both times, Pauwels refused. BNYM complied with Pauwels’s wishes. III. BNYM Retains Deloitte In the spring of 2016, BNYM informed Pauwels that it had retained Deloitte to conduct a review and audit of BNYM’s procedures for analyzing wind-energy investments. Around this time, Pauwels joined four calls with Deloitte, during which Deloitte was made aware of the Pauwels Model’s existence. At no point during those calls did Pauwels authorize the disclosure of the Pauwels Model Spreadsheets to Deloitte. Pauwels alleges that contrary to what BNYM disclosed to him at the time, BNYM brought in Deloitte to replace Pauwels. As part of this process, Deloitte seconded one of its employees to BNYM’s tax department. BNYM provided the Deloitte employee with “the Pauwels Model and the Pauwels Model Spreadsheets.” Jt. App’x 57 47. He “was tasked with duplicating and understanding the” model. Id. Later in 2016, BNYM told Pauwels that he should stop tracking and monitoring BNYM’s existing energy sector investments because BNYM had engaged an outside consulting firm to take over those responsibilities. But as of early 2017, Pauwels continued to model new alternative energy investments for BNYM. And in March 2017, he was invited to participate in a conference call with Deloitte to discuss some of BNYM’s investments. At this time, though, Pauwels was unaware that BNYM had already given “the Pauwels Model Spreadsheets for [BNYM's] 2014, 2015 and 2016 investments to Deloitte (11 spreadsheets, covering 18 windfarm investments).” Jt. App’x 59 56. He refused to participate in the call, nevertheless emailing Sarmasti explaining that he considered Deloitte to be his competitor, that he had developed the Pauwels Model himself, and that expected Deloitte to do the same. On March 10, 2017, Pauwels spoke with Sarmasti and told him: “I hope they [Deloitte] are not using my spreadsheets.” Jt. App’x 59 55. In response, “Sarmasti falsely assured Pauwels that Deloitte had its own software and was not using the” spreadsheets. Id. at 59 55. Sarmasti allegedly lied to Pauwels because BNYM needed him to conduct work on ongoing projects and because Sarmasti knew that if he told Pauwels the truth — that BNYM had already given Deloitte the spreadsheets — he would refuse to do further work for BNYM. Throughout 2017 and the beginning of 2018, Pauwels continued to work with BNYM to model and analyze new investments, believing that Deloitte was using its own software. Then, on April 12, 2018, a BNYM employee sent Pauwels a Deloitte spreadsheet that revealed that Deloitte was not using its own software, but instead had copied the Pauwels Model using the Pauwels Model Spreadsheets. In early May 2018, Pauwels confronted Sarmasti and Peterson about Deloitte’s use of the Pauwels Model. Sarmasti admitted to Pauwels that BNYM had disclosed the Pauwels Model Spreadsheets to Deloitte. On May 15, 2018, BNYM terminated its relationship with Pauwels. IV. The Current Lawsuit On March 14, 2019, Pauwels initiated this action against BNYM and Deloitte in the United States District Court for the Southern District of New York, advancing claims of, inter alia, trade secret misappropriation, unfair competition, and unjust enrichment. Pauwels also brought claims of fraud and negligent misrepresentation against BNYM only. The district court’s jurisdiction was based on diversity of citizenship. BNYM and Deloitte moved to dismiss all of Pauwels’s claims. The district court granted the motion in its entirety and dismissed the complaint without prejudice. After Pauwels filed his second amended complaint (“SAC”), BNYM and Deloitte again moved to dismiss all his claims. The district court granted the motion in relevant part and entered a judgment dismissing Pauwels’s claims with prejudice.1 Pauwels appeals. DISCUSSION I. Trade Secret Misappropriation Pauwels alleges that the Pauwels Model is a trade secret that BNYM and Deloitte misappropriated in violation of New York law. To state a claim for trade secret misappropriation under New York law, a plaintiff must adequately allege “(1) that it possessed a trade secret, and (2) that the defendants used that trade secret in breach of an agreement, confidential relationship or duty, or as a result of discovery by improper means.” Faiveley Transp. Malmo AB v. Wabtec Corp., 559 F.3d 110, 117 (2d Cir. 2009) (citation omitted). Because we conclude that the district court correctly determined that Pauwels failed to plausibly allege that the Pauwels Model was a trade secret and that either BNYM or Deloitte misappropriated it, we affirm the dismissal of these claims. A. Under New York law, the first element of trade secret misappropriation — possession of a trade secret — is generally evaluated with reference to six factors, including, critically, “the extent of measures taken by [the plaintiff] to guard the secrecy of the information.” Ashland Mgmt. v. Janien, 82 N.Y.2d 395, 407 (1993) (citation omitted).2 “[A] trade secret must first of all be secret….” Schroeder v. Pinterest Inc., 17 N.Y.S.3d 678, 691 (1st Dep’t 2015) (alteration in original) (citation omitted); see also Lehman v. Dow Jones & Co., Inc., 783 F.2d 285, 298 (2d Cir. 1986) (“[T]he most important consideration remains whether the information was a secret.”). Accordingly, in order to successfully state a claim for trade secret misappropriation, “courts require that the [plaintiff-]possessor of a trade secret take reasonable measures to protect its secrecy.” Defiance Button Mach. Co. v. C & C Metal Prods. Corp., 759 F.2d 1053, 1063 (2d Cir. 1985) (citation omitted). And “[a]bsent such measures,” the information “will cease to be a trade secret and will lose the protections of trade secret law.” Id. In arguing that he took sufficient steps to keep the Pauwels Model secret, Pauwels asserts that 1) he sent the Pauwels Model Spreadsheets only to a core group of individuals at BNYM, and only when necessary to illustrate the basis for his advice; 2) two of the BNYM employees with whom he shared the spreadsheets orally agreed to keep them and the model secret; 3) in many instances, he placed his initials on the spreadsheets that he provided to BNYM; and 4) on two occasions, when he refused BNYM’s request to share the spreadsheets with third parties, BNYM complied. Construing the allegations in the SAC in the light most favorable to Pauwels, as we must, we nonetheless find these arguments unpersuasive. First, although Sarmasti and Hegedus orally agreed that the “Pauwels Model and Pauwels Model Spreadsheets were confidential and proprietary and that they would not be shared outside of BNYM,” Jt. App’x 53 38, Pauwels alleges that he sent the Pauwels Model Spreadsheets to three other individuals at BNYM from whom he did not receive any similar assurances, id. at 52 35. This severely undercuts Pauwels’s assertion that he took reasonable measures to safeguard the secrecy of the Pauwels Model and the spreadsheets. See, e.g., Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1002 (1984) (“If an individual discloses his trade secret to others who are under no obligation to protect the confidentiality of the information, or otherwise publicly discloses the trade secret, his property right is extinguished.”); Defiance Button, 759 F.2d at 1063 (“[T]he owner is entitled to such protection only as long as he maintains the [alleged trade secret] in secrecy; upon disclosure, even if inadvertent or accidental, the information ceases to be a trade secret and will no longer be protected.”). Second, Pauwels’s allegations relating to Sarmasti and Hegedus’s oral agreement depict at most an informal understanding among them. Pauwels does not adequately allege facts to support the inference that these individuals had the authority to bind all of BNYM to a non-disclosure agreement and he acknowledges that this agreement was not reflected in writing. He also does not plausibly allege concrete facts concerning the scope of this alleged promise, including any steps required of BNYM to ensure compliance. In any event, the alleged agreement was an inadequate measure to safeguard the secrecy of the model or spreadsheets because the agreement did not prevent Sarmasti or Hegedus from circulating those materials throughout the entirety of BNYM, including to individuals from whom Pauwels received no such promises. Jt. App’x 53 38 (“Pauwels explained that he would not share [the model or spreadsheets with] anyone outside BNYM at all…. Sarmasti and Hegedus agreed and confirmed, on behalf of BNYM, that the Pauwels Model and Pauwels Model Spreadsheets were confidential and proprietary and that they would not be shared outside of BNYM.” (emphases added)); see Ruckelshaus, 467 U.S. at 1002; cf. Integrated Cash Mgmt. Servs., Inc. v. Digital Transactions, Inc., 920 F.2d 171, 174 (2d Cir. 1990) (concluding that a party took sufficient measures to protect secrecy of its product architecture where, among other things, it required employees to sign non-disclosure agreements). Third, the SAC is devoid of allegations that Pauwels password protected, encrypted, or expressly labeled the Pauwels Model Spreadsheets — from which the Pauwels Model could be and ultimately was reverse engineered — as “confidential.” Cf. Turret Labs USA, Inc. v. CargoSprint, LLC, No. 21-952, 2022 WL 701161, at *3 (2d Cir. Mar. 9, 2022) (summary order) (“reasonable measures” to safeguard a trade secret include “encrypt[ing] [the alleged trade secret] and require[ing] licensees to agree to confidentiality.” (quoting InteliClear, LLC v. ETC Glob. Holdings, Inc., 978 F.3d 653, 660 (9th Cir. 2020)). Instead, Pauwels contends that his placement of his initials on some of the Pauwels Model Spreadsheets was a sufficient measure to protect the secrecy of the alleged trade secret. But even if placing initials on spreadsheets is an appropriate way to protect their confidentiality, Pauwels’s argument fails inasmuch as he concedes that he sometimes sent Pauwels Model Spreadsheets that did not include his initials to BNYM personnel. See, e.g., Universal Processing LLV v. Weile Zhuang, No. 17-cv-10210, 2018 WL 4684115, at *3 (S.D.N.Y. Sept. 28, 2018) (concluding that the plaintiff failed to take reasonable measures to safeguard the secrecy of an alleged trade secret, even where the plaintiff used “passwords, security timeouts and confidentiality policies and non-disclosure agreements,” in part because the defendant had access to files with the alleged trade secret that “were not encrypted”); Broker Genius, Inc. v. Zalta, 280 F. Supp. 3d 495, 521 (S.D.N.Y. 2017) (software was not a trade secret in part because the plaintiff did not “mark its training materials, emails about the software’s functionalities, or the software itself with confidentiality legends.”). Finally, in light of the foregoing, Pauwels’s refusal to share the Pauwels Model Spreadsheets with third parties on two occasions is insufficient to render the Pauwels Model a secret because he disclosed the spreadsheets to individuals at BNYM who were not obligated to keep his materials secret and because his agreement with Sarmasti and Hegedus allowed them to do so the same. In sum, because we agree with the district court that Pauwels failed to adequately plead the existence of a trade secret, Pauwels’s trade secret claims fail. B. We also agree with the district court that Pauwels failed to adequately plead that either BNYM or Deloitte misappropriated the Pauwels Model, which independently supports dismissal of his claims. As noted, under New York law, a defendant misappropriates a trade secret by using it “in breach of an agreement, confidential relationship or duty, or as a result of discovery by improper means.” Faiveley, 559 F.3d at 117 (citation omitted). i. BNYM Pauwels alleges that he was in a fiduciary-like relationship of trust and confidence with BNYM and that BNYM breached that relationship by sharing the Pauwels Model Spreadsheets with Deloitte. “[A] fiduciary relationship arises between two persons when one of them is under a duty to act for or to give guidance for the benefit of another upon matters within the scope of the relation.” Oddo Asset Mgmt. v. Barclays Bank PLC, 19 N.Y.3d 584, 592-93 (2012) (citation and internal quotation marks omitted). “In New York, ‘a conventional business relationship, without more, is insufficient to create a fiduciary relationship. Rather, a plaintiff must show special circumstances that transformed the parties’ business relationship into a fiduciary one.’” Big Vision Priv. Ltd. v. E.I. DuPont De Nemours & Co., 1 F. Supp. 3d 224, 273 n.57 (S.D.N.Y. 2014) (alteration adopted) (quoting Legend Autorama, Ltd. v. Audi of Am., Inc., 954 N.Y.S.2d 141, 144 (2d Dep’t 2012)), aff’d sub nom. Big Vision Priv. Ltd. v. E.I. du Pont de Nemours & Co., 610 F. App’x 69 (2d Cir. 2015) (summary order); In re Mid-Island Hosp., Inc., 276 F.3d 123, 130 (2d Cir. 2002) (“When parties deal at arm[']s length in a commercial transaction, no relation of confidence or trust sufficient to find the existence of a fiduciary relationship will arise absent extraordinary circumstances.” (alteration adopted) (citation omitted)). Moreover, “employment relationships,” without more, “do not create fiduciary relationships.” Rather v. CBS Corp., 886 N.Y.S.2d 121, 125 (1st Dep’t 2009) (concluding that employer did not owe an employee fiduciary duties notwithstanding the employee’s “four-decade history” with the employer); Freedman v. Pearlman, 706 N.Y.S.2d 405, 409 (1st Dep’t 2000) (allegations that an employee trusted the defendant “as his employer to treat him fairly…does not give rise to a fiduciary duty”). Special circumstances giving rise to a fiduciary duty may be present where the party that relied on the relationship “reposed confidence in [the other party] and reasonably relied on the other’s superior expertise or knowledge.” Wiener v. Lazard Freres & Co., 672 N.Y.S.2d 8, 14 (1st Dep’t 1998); see, e.g., L. Magarian & Co. v. Timberland Co., 665 N.Y.S.2d 413, 414 (1st Dep’t 1997) (special circumstances include “control by one party of the other for the good of the other or creation of an agency relationship” (citations omitted)); Kern v. Robert Currie Assocs., 632 N.Y.S.2d 75, 76 (1st Dep’t 1995) (allegations that the plaintiffs “relied on defendants’ expert advice [and] entrusted them with their money” supported the existence of a fiduciary duty in the context of a commercial relationship). However, the “mere communication of confidential information [is not] sufficient in and of itself to create a fiduciary relationship” between two parties. Wiener, 672 N.Y.S.2d at 14. Pauwels argues that he had a years-long relationship with BNYM that pre-dated his creation of the Pauwels Model during which “BNYM had always respected the proprietary nature of his [previous] models and spreadsheets…and had always complied with his direction to keep them confidential.” Appellant’s Br. at 18 (quoting Jt. App’x 54 40). According to Pauwels, the parties’ successful historic working relationship reflects special or exceptional circumstances that imposed a duty on BNYM to act as a fiduciary to Pauwels. We disagree. Pauwels does not allege anything to suggest that BNYM was required to act on his behalf, exercised control over him, or that Pauwels sought or relied upon BNYM’s expert advice or knowledge with respect to matters within the scope of their relationship. The non-conclusory allegations in the SAC demonstrate that Pauwels’s relationship with BNYM was no more than a standard business relationship of mutual economic benefit, comparable to an employer-employee relationship negotiated at arm’s length. See, e.g., Jt. App’x 47 17 (Pauwels “worked as an independent advisor, providing BNYM with outside expertise and analysis; he was compensated for his services based on invoices that he would periodically submit to BNYM for processing”). Accordingly, under these circumstances, Pauwels’s “subjective claims of reliance” on his relationship with BNYM are inadequate to transform a standard business relationship into something more. See SNS Bank, N.V. v. Citibank, N.A., 777 N.Y.S.2d 62, 65 (1st Dep’t 2004) (citation omitted). In sum, the SAC does not adequately allege that BNYM misappropriated the Pauwels Model because Pauwels failed to plead BNYM owed him any fiduciary-like duties. ii. Deloitte Pauwels argues that Deloitte misappropriated the Pauwels Model by obtaining it through “improper means.”3 “Improper means” include “fraudulent misrepresentations to induce disclosure, tapping of telephone wires, eavesdropping or other espionage.…In general they are means which fall below the generally accepted standards of commercial morality and reasonable conduct.” Restatement (First) of Torts §757 cmt. f (Am. L. Inst. 1939). Pauwels contends that Deloitte “requested the Pauwels Model [from BNYM] with the intent to use it with full knowledge of the Model’s proprietary and confidential nature,” Appellant’s Br. at 21, and that this conduct fell “below the generally accepted standards of commercial morality and reasonable conduct,” id. (citation omitted). But even assuming that this conduct constitutes “improper means,” the argument finds no factual support in the SAC. To the contrary, the SAC repeatedly alleges that BNYM “gave” the spreadsheets to Deloitte, and that Deloitte “accepted” them. See, e.g., Jt. App’x 67
