PROTECTION OF CONFIDENTIAL INFORMATION Automation in Electronic Assembly

Overview • • • What is Confidential Information Types of Confidential Information Real Life Examples Disclosure and Use Protective Measures: Policy, Guidelines and Best Practices • Who is responsible? Automation in Electronic Assembly

What is Confidential Information? • Not necessarily (but can be) IP (Patent applications, trademarks, copyrights, trade secrets) • Not publicly known • Gives Universal a competitive edge • Gives a competitor who obtains it an advantage Automation in Electronic Assembly

Types of Confidential Information • • • Ideas, plans, expertise Patent applications Engineering Notebooks Electronic Files/Intranet Publications Drawings/Specifications Internal Publications Automation in Electronic Assembly

Is it Protectable? • Would a competitor gain an unfair advantage? – Extent known outside of Universal – Extent to which it is known by Universal employees, contractors, suppliers, etc. – Measures taken by Universal to protect secrecy; – Value to Universal and competitors; – Money or effort expended in developing the information – Ease or difficulty with which the information could be properly acquired by others Automation in Electronic Assembly

All Pro Sports Camp Inc. v. Walt Disney Co. • Florida (March 1999) • All Pro submitted a written proposal and business plan to Disney including confidential information and trade secrets, architectural model and sketches. • The parties understood the information was confidential • All Pro later learned that Disney planned to develop its own facility, allegedly using All Pro's material. Automation in Electronic Assembly

Causes of Action • • civil theft misappropriation of trade secrets breach of a confidential relationship fraud and deceit negligent misrepresentation breach of implied contract conspiracy. Automation in Electronic Assembly

Foster-Miller Inc. (FMI) v. Babcock & Wilcox (BWC) Automation in Electronic Assembly

Technical Problem: lack of maneuverability prevented complete cleaning Manual sludge cleaning with inflexible hose Ontario Hydro BWC nuclear generators R&D Effort to find vendor to make hose meeting Navy Specs US Navy nuclear gen Invention sludge cleaning with flexible hose FMI Automation in Electronic Assembly

Technical Problem: lack of maneuverability prevented complete cleaning Manual sludge cleaning with inflexible hose Ontario Hydro BWC nuclear generators Kevlar braided hose US Navy nuclear gen Invention sludge cleaning with flexible hose FMI Automation in Electronic Assembly

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Kevlar Braided Hose Contract vendor US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Kevlar Braided Hose Contract NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Kevlar Braided Hose Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC proposal Kevlar Braided Hose Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Second kevlar layer Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Second kevlon layer Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC NDA Second kevlon layer Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC I want a hose just like FMI, s Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC I want a hose just like FMI, s Feasibility study improve pressure retention NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC I want a hose just like FMI, s Feasibility study improve pressure retention Can we make your hose for BWC? Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Manual sludge cleaning with inflexible hose Ontario Hydro BWC I want a hose just like FMI, s Can we use US Comp? Feasibility study improve pressure retention Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly 2 nd Kevlon layer hose samples Sludge cleaning with flexible hose FMI

Proposal to develop flexible hose (based on FMI hose sample) Ontario Hydro BWC Feasibility study improve pressure retention Kevlar Braided Hose Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

Proposal to develop flexible hose (based on FMI hose sample) BWC flexible hose completed Ontario Hydro BWC Feasibility study improve pressure retention Barrday Kevlar Braided Hose Contract w/NDA US Composites Hose Maker Automation in Electronic Assembly Sludge cleaning with flexible hose FMI

BWC Ontario Hydro RFQs flexible hose required Sludge cleaning with flexible hose FMI Automation in Electronic Assembly

15 Ontario Hydro BWC Contract Award 1 Sludge cleaning with flexible hose FMI Automation in Electronic Assembly

Foster-Miller Inc. (FMI) v. Babcock & Wilcox (BWC) 1 st Circuit Upholds $ 5 Million Award In Confidentiality Case • Breach of Confidentiality Agreement • But for BWC’s use of FMI Technology, FMI would have won all 16 contracts. Automation in Electronic Assembly

Disclosure • Inadvertent – mistake, lack of awareness, misunderstanding • Planned – awareness of risks, business decision, benefits identified Automation in Electronic Assembly

UIC Policy for Protection of Confidential Information • DO NOT DISCLOSE! – Unless necessary (specific business reason) – If necessary…. . Automation in Electronic Assembly

UIC Policy for Protection of Confidential Information • EFFECT A NON DISCLOSURE AGREEMENT BEFORE DISCLOSING! – If you aren’t certain if you need one, or – of the correct form…. . Automation in Electronic Assembly

UIC Policy for Protection of Confidential Information • GET HELP… – Office of Director of Intellectual Property • Christine Johnson, Esq. • Michaelle Anderson (assistant) – Martha Westbrook (Supplier Relationships) – Jonathan Burgman (Contract Specialist) – IP Web Page Automation in Electronic Assembly

Non-Disclosure Agreements • Quality System documents • Various levels of protection • Bind the whole company through one signature • Create atmosphere of protection and understanding Automation in Electronic Assembly

NDAs Typical Clauses • definition of "confidential information" that establishes the scope of protection for disclosure; • exclusions from the definition, such as information – (a) rightfully in the possession of recipient prior to the disclosure, – (b) legally obtained from third parties, so long as such information is not obtained, developed, or disclosed in violation of discloser's rights; and – (c) information in the public domain; • limitations and restrictions regarding the use of the confidential information; Automation in Electronic Assembly

NDAs Typical Clauses • limitations and restrictions regarding the use of the confidential information; • an agreement that the recipient of the confidential information enter into an agreement with its employees and consultants to protect and secure the confidential information; • a statement of ownership 1 of the confidential information; • remedies for a breach of the agreement; and • general provisions, such as integration, waiver, jurisdiction, and governing law. Automation in Electronic Assembly

Non Typical NDA clauses • Residual Information: – The recipient may disclose, publish, disseminate and use the ideas, concepts, knowhow and techniques, related to the Recipient’s business activities, which are contained in the Discloser’s Information and retained in the memories of Recipient’s employees who have had access to the Information pursuant to this Agreement. Automation in Electronic Assembly

Protection - Procedures • • Identify - Mark as “Confidential” Store in controlled environment Separate Supplier/Customer information Clean Desk practices Passwords and access limitations Need to know Use NDAs where appropriate Automation in Electronic Assembly

Who is responsible? • YOU, I and every Universal employee Automation in Electronic Assembly