1. Which elements of a trade secret protection plan do you think you are most likely to use in the future?

2. Have you worked for companies that use some of the trade secret protection practices described in the textbooks? Were there other kinds of security or protection mechanisms used? Please describe.

3. What do you think about the sample form on pages 181-182? *the sample is below* Does it seem fair and reasonable or does it seem like overreaching to you? Are you comfortable with having past employers being able to seemingly dictate the terms of your future employment?

4. Do you think nondisclosure agreements are useful? What provisions or clauses are most attractive to you in thinking about the future?

Mail - Norman, Rose Ophelia - O x WJ Topic: Mod. 6 - Discussion - Trade X *Dashboard X Mod-6-Fishman.pdf X A Tutor Matching Service X V X C D @ File | C:/Users/Rosie%20brown/Downloads/Mod-6-Fishman.pdf R E Mod-6-Fishman.pdf 19 / 41 - 100% + CHAPTER 8 | ESTABLISHING A TRADE SECRET PROTECTION PROGRAM | 181 Sample Nondisclosure Agreement 19 This Nondisclosure Agreement (the "Agreement") is entered into by and between Acme Web Development, Inc., a California corporation with its principal offices at 1282 47th Avenue, San Francisco, California ("Disclosing Party"), and Sasha Lorenz, a sole proprietor, located at 412 Mission Street, San Francisco, California ("Receiving Party"), for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information"). 1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential 20 Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information. 2. Exclusions From Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing 21 Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving 54OF 12:19 PM Partly sunny Q 9/28/2022Mail - Norman, Rose Ophelia - O x WJ Topic: Mod. 6 - Discussion - Trade X *Dashboard X Mod-6-Fishman.pdf X A Tutor Matching Service X V X C D O File | C:/Users/Rosie%20brown/Downloads/Mod-6-Fishman.pdf R E Mod-6-Fishman.pdf 20 / 41 - 100% + 182 | LEGAL GUIDE TO WEB & SOFTWARE DEVELOPMENT Sample Nondisclosure Agreement (continued) 19 4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. 5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose. 6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. 20 7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties. 8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized 21 representative Acme Web Development, Inc. Date: by: Chandler Bartlett III Vice President 54OF Q 12:20 PM Partly sunny 9/28/2022