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ACKNOWLEDGMENT OF PROPRIETARY INFORMATION AND CONFIDENTIALITY

OBLIGATIONS

1. [ENTITY NAME] (“Employer”) has entered into an agreement effective as of [4/21/2018] (the
“Agreement”) pursuant to which Employer has agreed to certain confidentiality obligations with respect
to its dealings with Qualcomm Incorporated, Qualcomm Technologies, Inc. or one of their respective
subsidiaries (the specific entity I am assigned to provide services to is referred to as “Qualcomm” and,
collectively such entities are referred to as “Qualcomm Entities”). Therefore, as a condition of my
receiving access to the Qualcomm Entities’ Proprietary Information (defined below), and for other good
and valuable consideration including, but not limited to, the compensation paid to Employer in
connection with my assignment at Qualcomm, I agree to the terms set out below.

2. Nondisclosure. In connection with my employment by [ENTITY NAME] (“Employer”) and


during the period of my assignment at Qualcomm, I may gain access to certain confidential and/or
proprietary information – i.e., information that was developed, created or discovered by Qualcomm
Entities, or which became known or conveyed to Qualcomm Entities, and/or which has commercial
value to the Qualcomm Entities’ business (“Proprietary Information”). Proprietary Information may
include, but may not be limited to, matters (i) of a technical nature (such as products, discoveries,
specifications, inventions, software, computer programs, and similar items), (ii) of a business nature
(such as cost, profit, marketing or customer lists), (iii) pertaining to future operations and developments,
all of which is of a confidential nature and which contains valuable trade secrets and know-how
proprietary to Qualcomm Entities, or (iv) knowledge or data of third parties.

In particular, and without limiting the foregoing, I acknowledge and understand that the Proprietary
Information to which I will gain access is the confidential and proprietary information of Qualcomm
and/or the Qualcomm Entities and I agree I will (i) not remove such Proprietary Information from
Qualcomm premises, computer servers, or electronic files unless needed as part of my assignment or if
expressly authorized, in writing, by an authorized Executive Officer of Qualcomm or a Vice President or
above; (ii) not disclose, or permit disclosure of, any Proprietary Information without the prior written
consent of Qualcomm; (iii) promptly notify Employer and Qualcomm of any such unauthorized use or
disclosure of which I learn; (iv) limit use of such to the extent necessary to perform my assignment at
Qualcomm; and (v) return to Qualcomm any and all copies of the Proprietary Information in my
possession or control, and any portion thereof, whether prepared by me or not, promptly upon receipt of
notice from Employer or Qualcomm requesting such return or upon termination of my assignment at
Qualcomm. I further acknowledge that my right of access to the Proprietary Information expires upon
termination of my assignment at Qualcomm, either by notice from Employer or Qualcomm. I
acknowledge and agree that my obligations set forth herein (and in the Agreement) regarding the non-
disclosure, non-use, and/or return of the Proprietary Information shall survive any such termination or
expiration of my access to the Proprietary Information.

3. Permitted Disclosures.

(i) Nothing in this Agreement shall be construed to prevent disclosure of Proprietary


Information as may be required by applicable law or regulation, or pursuant to the valid order of a
court of competent jurisdiction or an authorized government agency, provided that the disclosure does
not exceed the extent of disclosure required by such law, regulation, or order. I shall promptly provide
written notice of any such order to an authorized officer of Qualcomm.

(ii) Nothing in this Agreement prohibits or restricts me or my attorney from filing a charge or
complaint with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory

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Authority (FINRA), the Occupational Safety and Health Administration (OSHA), any other self-
regulatory organization, or any other federal or state regulatory authority (“Government Agencies”). I
further understand that this Agreement does not limit my ability to communicate with any Government
Agencies or otherwise participate in any investigation or proceeding that may be conducted by any
Agency. This Agreement does not limit my right to receive an award for information provided to any
Government Agencies.

(iii) Nothing in this Agreement in any way prohibits or is intended to restrict or impede me from
discussing the terms and conditions of my employment with coworkers or union representatives or from
exercising protected rights under Section 7 of the National Labor Relations Act.

4. Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend
Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement: (i) I will not be held
criminally or civilly liable under any federal or state trade secret law for any disclosure of Proprietary
Information that is made: (a) in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected
violation of law; or (b) in a complaint or other document that is filed under seal in a lawsuit or other
proceeding; and (ii) If I file a lawsuit for retaliation by for reporting a suspected violation of law, I may
disclose the Proprietary Information to the my attorney and use the Proprietary Information in the court
proceeding if I (a) file any document containing the Proprietary Information under seal; and (b) do not
disclose the Proprietary Information, except pursuant to court order.

5. Assignment of Work Product. I promise to promptly and fully disclose to Qualcomm and
hereby assign, transfer and convey to Qualcomm any and all right, title and interest in and to any and all
(i) inventions, discoveries, developments, formulae, processes, improvements, ideas and innovations,
and (ii) computer programs, sales brochures, reports, and other works of authorship (and all proprietary
rights, including but not limited to trade secret rights, patent rights, copyrights, mask work rights and all
other rights throughout the world in connection therewith) whether or not patentable or registrable under
copyright or similar statutes, made, conceived, reduced to practice, authored, or fixed in a tangible
medium of expression by me, either alone or jointly with others, which results from my work or
association with Qualcomm (hereinafter collectively and severally referred to as “Work Product”).

Notwithstanding the immediately preceding paragraph, for any Work Product created during my
assignment at Qualcomm that is subject to an open source license that (i) Qualcomm determines, in its
sole discretion that Qualcomm will not acquire ownership of the copyrights in such Work Product and
(ii) for which an authorized Executive Officer of Qualcomm or a Vice President or above in the Open
Source Legal Group (or either’s authorized designee) acknowledges, in writing (which may be
electronic), then I shall retain ownership of the copyrights in such Work Product (the ‘OS Works’).
With respect to any such OS Works, I hereby grant to Qualcomm a fully paid-up, royalty free,
transferable, irrevocable, worldwide license with a right to sublicense through multiple tiers of
sublicensees, to such OS Works, and Qualcomm, in its sole discretion, may fully exploit and use such
OS Works in any manner whatsoever.

I understand and acknowledge that Work Product does not include, and any provision in this Agreement
requiring me to assign (or otherwise providing for ownership by the Employer of) rights to Work
Product does not apply to, any Work Product that qualifies fully under the provisions of California Labor
Code Section 2870 (a copy of which is included as Appendix A), including any Work Product that is
developed entirely on my own time without using the Qualcomm Entities’ equipment, supplies, facilities
or trade secret information, and that does not either (i) relate at the time of conception or reduction to
practice of the invention to the Qualcomm Entities’ business, or actual or demonstrably anticipated
research or development of the Qualcomm Entities or (ii) result from any work performed by the

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Employee for the Employer.

6. Third Party Beneficiary. I acknowledge that the Qualcomm Entities are third-party beneficiaries
to this acknowledgment since this acknowledgment contains provisions which relate to my access to,
and use of, Proprietary Information. I understand that such provisions are made expressly for the benefit
of the Qualcomm Entities and are enforceable by the Qualcomm Entities and/or Employer.

Signature: Date:

Printed Name:

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APPENDIX A
CALIFORNIA LABOR CODE SECTION 2870

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to
assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that
the employee developed entirely on his or her own time without using the employer s equipment,
supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer s
business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an
invention otherwise excluded from being required to be assigned under subdivision (a), the provision is
against the public policy of this state and is unenforceable.

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