Trade Secret Policy

Company Directions and Guidelines

Use of Confidentiality Agreements

And Protections of Confidential Information

POLICY STATEMENT

It is the policy of this company that all confidential information related to the business of the Company and all trade secrets of the Company be saved and protected from disclosure to [Paragraph Omitted But Included In Fully Licensed Version]

ALL EMPLOYEES OF THIS COMPANY ARE REQUIRED TO TAKE ALL STEPS NECESSARY AND TO EXERCISE THE HIGHEST DEGREE OF CARE REGARDING THE CONFIDENTIAL INFORMATION OF THE COMPANY.

In general, business should be conducted without the release of confidential information.  Confidential Information should only be released when there are no other practical alternatives.  This is the case even [Paragraph Omitted But Included In Fully Licensed Version]

WHAT IS CONFIDENTIAL, TRADE SECRET AND PROPRIETARY INFORMATION

It is impossible to give a full definition and description of all information that the Company considers to be proprietary.  New confidential, proprietary and trade secret information is produced within this Company on [Paragraph Omitted But Included In Fully Licensed Version]

Much of the information that the Company considers to be proprietary is included within the employee’s Work Product.  Therefore, each employee must take care to pro [Paragraph Omitted But Included In Fully Licensed Version]

GUIDELINES FOR IDENTIFYING PROPRIETARY INFORMATION

In identifying confidential and trade secret information, Employees can be guided by the following criteria and standards:

1.                The form that the information and materials are in does not govern whether it is proprietary and trade secret of the Company.  Proprietary information can be included in almost any form, including but not limited to publications, memorandum, correspondence, meeting minutes, computer discs, software programs, documentation, Emails, custo [Paragraph Omitted But Included In Fully Licensed Version]

2.                Information is clearly proprietary if it is of strategic advantage or importance to the Company, if it could have external consequences to the Company whether [Paragraph Omitted But Included In Fully Licensed Version]

3.                Each supervisor is responsible for identifying confidential information and trade secret information t [Paragraph Omitted But Included In Fully Licensed Version]

4.                Once identified, a list of such information should [Paragraph Omitted But Included In Fully Licensed Version]

The above procedure for identifying and designating trade secrets does not imply that information that has not been so designated [Paragraph Omitted But Included In Fully Licensed Version]

PROCEDURES FOR PROTECTING CONFIDENTIAL,

TRADE SECRET AND PROPRIETARY INFORMATION

The following are procedures to be followed by employees to protect confidential and trade secret [Paragraph Omitted But Included In Fully Licensed Version]

1.                Use of Confidentiality Agreements.  The Company has adopted a format Confidentiality Agreement to be used when a valid business purpose requires that the Company’s confidential and [Paragraph Omitted But Included In Fully Licensed Version]

2.                The general approved form Confidentiality Agreement is attached and included herein as Exhibit “A.”  This form will normally be sufficient for most routine matters and exchanges of information.  Provided that this document is used, prior approval is not neces [Paragraph Omitted But Included In Fully Licensed Version]

3.                Confidential Information shall only be released after receiving a validly authorized and executed Confidentiality Agreement from the party receiving such information.  Information [Paragraph Omitted But Included In Fully Licensed Version]

4.                Employees are not authorized to make decisions relative to release of confidential [Paragraph Omitted But Included In Fully Licensed Version]

5.                Information that is highly confidential and proprietary to the Company must always receive legal approval prior to [Paragraph Omitted But Included In Fully Licensed Version]

6.                Each Employee is charged with the responsibility of becoming familiar with the various aspects of confidentiality agreements and appropriate uses thereof.  The Company will hold in service training sessions regarding these issues at lease twice per year.

RECEIPT OF CONFIDETNAIL INFORMATION FROM

A THIRD PARTY

1.                No confidential information of any other party may be accepted without receiving prior approval from ____________________.  Such information may only be received if there [Paragraph Omitted But Included In Fully Licensed Version]

2.                Once the confidential information of a third party is received, it shall be provided with the same level of protection that the Company provides with respect to its own [Paragraph Omitted But Included In Fully Licensed Version]

MAINTAINING CONFIDENTIAL INFORMATION RELEASE FILES

___________________ shall be responsible for maintaining a log and files containing all confidentiality agreements and all releases of confidential information that are made by this Company.  The log shall include the name of the party to whom such release was autho [Paragraph Omitted But Included In Fully Licensed Version]

UNDERSTANDING CONFIDENTIALITY AGREEMENTS

1.                Employees should familiarize themselves with the general form Confidentiality Agreement and these policies.  Employees shall attend in service training sessions on trade secrets and confidentiality issues  as directed by management.

2.                Confidentiality Agreements place contractual obligations on the recipient of the Company’s confidential information.  Generally, the confidentiality agreement will proscribe a level [Paragraph Omitted But Included In Fully Licensed Version]

3.                The Confidentiality Agreement will generally provide remedies to the Company in the event that the [Paragraph Omitted But Included In Fully Licensed Version]

4.                Confidentiality Agreements should also require the recipient to return all information once the transaction is contemplated or their assessment is completed.  The Company [Paragraph Omitted But Included In Fully Licensed Version]

5.                Employees should be mindful of the fact that Confidentiality Agreements doe not necessarily prevent disclosure, but merely impose contractual restrictions.  These agreements can [Paragraph Omitted But Included In Fully Licensed Version]

6.                If the Employee has any suspicion that he recipient should not be trusted with disclosed information or if the information to be disclosed is of a highly proprietary or confidential [Paragraph Omitted But Included In Fully Licensed Version]

7.                Prior to release of information, employees should inquire of the intended recipient as to what efforts they maintain [Paragraph Omitted But Included In Fully Licensed Version].

8.                If there is any question as to your responsibilities with respect to confidential information, or [Paragraph Omitted But Included In Fully Licensed Version]