w Sowmrxaauaee 1B 14 15 16 7 18 20 21 22 23 24 25 26 27 28 SEYFARTH SHAW LLP Camille A. Olson (State Bar No. 111919) Robert B. Milligan (State Bar No. 217348) 2029 Century Park East, Suite 3500 Los Angeles, California 90067 Telephone: (310) 277-7200 Facsimile: (310) 201-5219 Michael D. Wexler (pro hac vice to be filed) 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Telephone: (312) 460-5000 Facsimile: (312) 460-7000 Law Offices of Allen Ruby Allen Ruby (State Bar No. 47109) 125 S. Market St #1001 San Jose, California 95113 Telephone: (408) 998-8500 Facsimile: (408) 998-8503 GIBSON DUNN & CRUTCHER Robert E. Cooper (State Bar No. 35888) Samuel G. Liversidge (State Bar No. 180578) 333 South Grand Avenue Los Angeles, California 90071 ‘Telephone: (213) 229-7179 Facsimile: (213) 229-6179 Attomeys for Plaintitt HEWLETT-PACKARD COMPANY SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA HEWLETT-PACKARD COMPANY, Plaintiff, v MARK V. HURD, an individual, and DOES 1- 25, inclusive, Defendants, ———————————— caro. 100V 181699 ) ) CIVIL COMPLAINT FOR BREACH OF ) CONTRACT AND THREATENED ) MISAPPROPRIATION OF TRADE ) SECRETS DEMAND FOR INJUNCTIVE RELIEF AND JURY TRIAL {APPLICATION FOR INJUNCTIVE RELIEF T0 BE FILED FORTHWITH} 1 ‘CIVIL COMPLAINTea awe 10 i 12 13 14 1s 16 17 18 19 20 a 2 23 4 ra) 26 27 28 Plaintisf Hewlett-Packard Company (“HP”) for its Civil Complaint against Defendants Mark V. Hurd (“Hurd”), and Does 1 through 25 (collectively, the “Defendants”), states as, follows: ‘TRODUCTION 1. Despite being paid millions of dollars in cash, stock and stock options in exchange for Hurd’s agreements to protect HP’s trade secrets and confidential information during his employment and following his departure from his positions at HP as Chairman of the Board, Chief Executive Officer, and President, HP is informed and believes and thereon alleges that Hurd has put HP’s most valuable trade secrets and confidential information in peril. Hurd accepted positions with Oracle Corporation (“Oracle”), a competitor of HP, yesterday as its President and as a member of its Board of Directors. In his new positions, Hurd will be in a situation in which he cannot perform his duties for Oracle without necessarily using and disclosing HP’s trade secrets and confidential information to others. For example, one technology reporter from Computerworld wrote today “the fact that Oracle is also hiring someone who knows HP's strategy and markets -- and its enterprise customers ~ is also a big plus.” An independent analyst quoted in the article stated that Hurd will know "which Sun accounts were being most heavily mined and which HP accounts are the most vulnerable in the large enterprise space - that could be very valuable." 2. Accordingly, HP seeks immediate injunctive relief to protect its trade secrets and confidential information from Hurd’s threatened misappropriation pursuant to Civil Code section 3426.2(a) and to require Hurd to honor his legally binding trade secret protection agreements with HP, NATURE OF ACTION 3. This is an action for breach of contract and threatened misappropriation oi trade secrets. HP seeks injunctive relief and other damages. 2 (CIVIL COMPLAINTceo ee aa 10 a | 12 13 14 15 16 ee 18 19 20 a 2 2B 4 25 26 27 28 4. HP is informed and believes and thereon alleges that Hurd, the former Chairman of the Board, Chief Executive Officer, and President of HP, is violating and will continue to violate his legal obligations and express contractual obligations owed to HP to affirmatively maintain the confidentiality of HP’s trade secrets and confidential information. In exchange for ‘these obligations, Hurd was paid monies, stock and stock options worth millions of dollars during and after his employment with HP. Specifically, in violation of his continuing obligations to HP, on September 6, 2010, it was publicly announced that Hurd accepted a position as President and Board member of HP’s competitor Oracle. In that position he will necessarily disclose and utilize HPs trade secrets and confidential information. 5. HP seeks an order requiring Hurd to provide HP with written notification and further information concerning Hurd’s new position with Oracle pursuant to his trade secret protection agreements with HP. Hurds failure to provide such notice before it was publicly announced by Oracle, gives rise to a reasonable inference that he is violating his trade secret protection agreements with HP. HP also secks to enjoin Hurd from holding a position with a competitor in which he will serve in a capacity that will make it impossible for him to avoid utilizing or disclosing HP’s trade secrets and confidential information pursuant to Civil Code section 3426.2(a), PARTIES, JURISDICTION AND UE 6. Hurd began his employment with HP on or about April 2005. Upon joining HP, and at numerous points throughout his employment with HP, Hurd received stock options, restricted stock and monies worth millions of dollars in exchange for his agreements that he would not misuse HP’ s trade secret or confidential information, Hurd’s employment with HP ‘ended on or about August 6, 2010. 3 ‘CIVIL COMPLAINTSeca axaaueurn i 13 4 15 16 7 18 19 20 21 22 23 4 25 26 27 28 7. Hurd worked for HP in its Palo Alto, California office, resides in California, and has conducted and is conducting business in this venue. 8. Plaintiff, HP, is a Delaware corporation with its principal place of business and. world headquarters in Palo Alto, California, 9. HP employs numerous employees in Santa Clara County, California and conducts business in Santa Clara County, worth millions of dollars each year which is at risk due to Hurd’s actions, 10. HP is unaware of the true names and capacities of the Defendants named herein as DOES 1 through 25 and therefore sues such Defendants by such fictitious names pursuant to California Code of Civil Procedure section 474. HP will seek leave of Court to amend this, ‘Complaint to set forth the true names and capacities of those fictitiously named Defendants when they are ascertained. 11. HPs informed and believes and thereon alleges that each of the Does is in some way and/or manner responsible for the acts and occurrences hereon alleged, whether such acts and such occurrences were committed intentionally, recklessly, or otherwise, and that each Doe is liable to HP for the damages suffered by it. 12. HPs informed and believes and on that basis alleges that each Defendant is now, and at all relevant times was, the agent, employee, or servant of each of the other Defendants, and in doing the things alleged herein, was acting within the course and scope of such employment, agency, servitude or related relationship. 13. Venue is proper in Santa Clara County because HP resides within Santa Clara, Hurd worked for HP in Santa Clara County, and the Defendants’ wrongful actions took place within the county. 4 ‘CIVIL COMPLAINTrr) Seca iradanw 13 4 15 16 17 18 19 20 21 2 23 4 25 26 27 28 BACKGROUND 14. HP isa technology company founded in 1939 that operates in more than 170 countries around the world. As the world’s largest technology company, HP brings together a portfolio that spans printing, personal computing, software, services and IT infrastructure to solve customer problems. No other company offers as complete a technology product portfolio as HP. HP provides infrastructure and business offerings that span from handheld devices to some of the world’s most powerful supercomputer installations. HP offers consumers a wide range of products and services from digital photography to digital entertainment and from computing to home printing. This comprehensive portfolio helps HP match the right products, services and solutions to its customers’ specific needs. 15, _ HP's three business groups drive industry leadership in core technology areas: 1) ‘The Personal Systems Group: business and consumer PCs, mobile computing devices and workstations; 2) The Imaging and Printing Group: inkjet, LaserJet and commercial printing, printing supplies; and 3) Enterprise Business: business services and products, including for example, storage and servers, enterprise services and software. 16, _ HP's software and hardware offerings compete directly with some offerings from the most competitive companies in the world, including Oracle. 17. _ HP isa leader in technology and customer support and service through the use of a well trained staff, the use of technology and the establishment of strong customer relationships. 18, HP has invested substantial monies to create proprietary designs, solutions, initiatives and equipment to insure that HP can provide cutting edge technologies and services to its customers. ‘CIVIL COMPLAINTBAe Secwmra rT 12 2B 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 19. HP also spends extensive time and substantial monies identifying and maintaining {key customer relationships, designing customer initiatives, determining strategic mergers and acquisitions, allotting resources for new technologies and initiatives, and creating annual business plans. 20. HP's key management personnel, headed up by Hurd, participate extensively in the design and implementation of annual business plans. Hurd was responsible for the creation of HP’s strategic plans, including its FY 2010 and FY 2011 business plans. He was responsible for creating a plan to compete against HP’s competitors, including Oracle. By working at Oracle, he cannot help but utilize and disclose HP's trade secrets and confidential information, including the trade secrets and confidential information contained in the FY 2010 and FY 2011 business plans. 21. HP has purchased through acquisitions and on its own developed and maintained valuable relationships and substantial goodwill with its customers. 22. Inorder to grow its business and better serve its customers, HP has acquired other entities and technology throughout the world to best provide products and services that meets its clients’ needs and from which HP can derive economic gain. 23. _ HP’s business information, customer relationships and goodwill are of paramount significance to its business reputation and its success. EVENTS GIVING RISE TO THIS ACTIO? 24, Hurd joined HP on or about April 2005. 25. Upon joining HP, Hurd was provided access to HP’s trade secrets and confidential information, subject to non-disclosure restrictions. 6 ‘CIVIL COMPLAINTScw rx ane 13 4 15 16 7 18 19 2 22 23 24 25 26 27 28 26. During his employment with HP, Hurd executed several non-disclosure agreements with HP in which he agreed not to disclose confidential information of HP. Further, Hurd took mandatory annual online Standards of Business Conduct training, which includes the obligation to protect HP's confidential information and trade secrets. 27. Hurd executed HP’s Agreement Regarding Confidential Information and Proprietary Developments (the “Trade Secret Protection Agreements”). Most recently, he signed such agreements on February 6, 2008, February 26, 2009, and February 12, 2010, respectively. ‘True and correct copies of the agreements are attached as Exhibits A, B, and C. 28. Hurd agreed to keep HP’s trade secrets and confidential information protected and confidential both during and after his employment with HP, pursuant to Section 2 of the Trade Secret Protection Agreements: 2. Confidential Information. This Agreement concems trade secrets, confidential business| and technical infomation: and inow-how nat generally’ known 10 the publi (hereinafter "Confidential Information") which is acquired or produced by me in connection with my employment by HP. Confidential Information may include, without limitation, information on| HP organizations, staffing, finance, structure, information of employee performance, compensation of others, research and development, manufacturing and marketing, files, keys, certificates, passwords and other computer information, as well as information that HP receives from others under an obligation of confidentiality. I agree: (a) to use such information only in the performance of HP duties; (b) to hold such information in confidence and trust; and (©) touse all reasonable precautions to assure that such information is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my ‘employment with HP. T further agree that any organizational information or staffing information leamed by me in connection with my employment by HP is the Confidential Information of HP, and I agree that T will not share such information with any recruiters or any other employers, either during or subsequent to my employment with HP; further, I agree that I will not use or permit use of such’ as a means to recruit or solicit other HP employees away from HP (either for myself or for others). 29. Under the Trade Secret Protection Agreements, Hurd also agreed to return all HP property upon the termination of his employment. 6. _ HP Property. I will not remove any HP property from HP premises without HP's permission. Upon termination of my employment with HP, I will return all HP property to HP unless HP’s written permission to keep it is obtained. 1 ‘CIVIL COMPLAINTeen Soeur au W 13 14 15 16 7 18 19 20 2 22 23 24 25 26 27 28 30. Hurd also agreed to certain Protective Covenants in the Trade Secret Protection ‘Agreements to protect HP’s trade secrets: 7. Protective Covenants. I acknowledge that a simple agreement not to disclose or use HP’s Confidential Information or Proprietary Developments after my employment by HP ends ‘would be inadequate, standing alone, to protect HP’s legitimate business interests because some activities by a former employee who had held a position like mine would, by their nature, compromise such Confidential Information and Proprietary Developments as well as the goodwill and customer relationships that HP will pay me to develop for the company during my employment by HP. I recognize that activities that violate HP’s rights in this regard, whether or not intentional, are often undetectable by HP until itis too late to obtain any effective remedy, and that such activities will cause irreparable injury to HP. To prevent this kind of irreparable harm, I agree that for a period of twelve months following the termination of my employment with HP, I will abide by the following Protective Covenants: (a) No Conf Business Ac I will not provide services to a Competitor in any role or position (as an employee, consultant, or otherwise) that would involve Conflicting Business Activities in the Restricted Geographic Area (but while I remain a resident of California and subject to the laws of California, the restriction in this clause (paragraph 7, subpart (a)) will apply only to Conflicting Business Activities in the Restricted Geographic Area that result in unauthorized use or disclosure of HP’s Confidential Information); () _ No Solicitation of Customers. I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with any customer of HP in pursuit of a Competing Line of Business if I either had business-related contact with that customer or received Confidential Information about that customer in the last two years of my employment at HP (but while I remain a resident of California and subject to the laws of California, the restriction in this clause (paragraph 7, subpart (b)) will apply only to solicitations or communications made with the unauthorized assistance of HP’s Confidential Information); ‘ees. I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with an HP Employee for the purpose of persuading or helping the HP Employee to end or reduce his or her employment relationship with HP if T either worked with that HP Employee or received Confidential Information about that HP Employee in the last two years of my employment with HP; and @ __ No Solicitation of HP Suppliers, I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with an HP Supplier for the purpose of persuading or helping the HP Supplier to end or modify to HP’s detriment an existing business relationship with HP if I either worked with that HP Supplier or received Confidential Information about that HP Supplier in the last two years of my employment with HP. 31. To further protect HP’s trade secrets, the Trade Secret Protection Agreements require Hurd to notify HP of his post-employment activities. Specifically Hurd is required to 8 CIVIL COMPLAINTCea ane 10 u 12 13 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 notify HP of his employment with a competitor and provide HP with information concerning his new position to assess whether such a position would likely lead to a violation of the agreement: 9. Notice of Post-Employment Acti If I accept a position with a Competitor| at any time within twelve months following termination of my employment with HP, I will promptly give written notice to the senior Human Resources manager for the HP business sector| in which I worked, with a copy to HP’s General Counsel, and will provide HP with the information it needs about my new position to determine whether such position would likely lead to a violation of this Agreement (except that I need not provide any information that would include the Competitor’s trade secrets). 32, Lastly, Hurd agreed that HP would be entitled to immediate injunctive relief for any violations of the Trade Secret Protection Agreements: understand that if I violate this Agreement (particularly the 10. Rel ns Protective Coven HE wil be entitled to injunctive relict, by temporary restraining order, temporary injunction, and/or permanent injunction and any other legal and equitable relief| allowed by law, Injunctive relief will not exciude other remedies that might apply. If I am found to have violated any restrictions in the Protective Covenants, then the time period for such restrictions will be extended by one day for each day that I am found to have violated them, up to a maximum extension equal to the time period originally prescribed for the restrictions. 33. Hurd also executed a separation agreement on August 6, 2010, in which he reaffirmed his obligations to HP and extended certain specified obligations under the Trade Secret Protection Agreements. 34. As the Chairman of the Board, Chief Executive Officer, and President for HP, Hurd was provided access to HP’s most valuable trade secrets and confidential information. In particular, Hurd attended board meetings, operation meetings, technology meetings, strategic planning meetings and customer meetings. 35. Asarresult of assuming this high level position within HP, Hurd had access to and. had direct reports from each of HP’s business units, including the Enterprise Business unit, which includes, storage and servers, enterprise services and software. Additionally, as the Chairman of the Board, Hurd attended high level meetings at HP and was privy to the most sensitive of HP trade secret and confidential information. Hurd helped determine high-level HP 9 ‘CIVIL COMPLAINTrr) Seca rxau u 1B 14 15 16 7 18 19 20 21 2 23 24 25 26 27 28 strategy, worked extensively on company acquisitions, and was quite familiar with confidential personnel matters. 36, Hurd was placed in such a high level position with access to all of HP’s most important trade secrets and confidential information regarding research and development, marketing, strategy, customer contacts, target acquisitions, merger opportunities, allocation of resources, pricing, margins, profitability, customer initiatives, leadership end talent initiatives and other confidential information. As indicated above, Hurd was responsible for preparing HP's strategic plans, including its FY 2010 and FY 2011 business plans. 37. Additionally, Hurd was provided with trade secrets and confidential information ‘concerning competitors. On March 18, 2010, Hurd was presented, along with the other members of the HP Board of Directors, with a highly confidential competitive internal analysis of Oracle. 38. Hurd’s separation date from HP was August 6, 2010, Hurd entered into a Separation and Release Agreement with HP by which he was paid millions of dollars and reaffirmed his post-employment obligations, including his trade secret protection obligations, owed to HP. A true and correct copy of the Separation and Release Agreement is attached as, Exhibit D. 39. On Labor Day, September 6, 2010, it was publicly announced and carried in the press that Hurd was being named the new President of Oracle, a competitor of HP, and as a ‘member of the Board of Directors of Oracle. No effort was made by Hurd to provide advance notice to HP before the announcement was made public. 40. Oracle’s Chief Executive Officer was quoted in the press as saying: “Mark did a brilliant job at HP and I expect he'll do even better at Oracle.” He was also quoted as saying that: “There is no executive in the IT world with more relevant experience than Mark.” 10 CIVIL COMPLAINT* Secw ran W 13 4 15 16 7 18 19 20 2 2 23 25 26 27 28 41, In Oracle’s press release, Hurd is quoted as saying: “I believe Oracle’s strategy of combining software with hardware will enable Oracle to beat IBM in both enterprise servers and storage.” He went on to say: “Exadata is just the beginning. We have some exciting new systems we are going to announce later this month at Oracle OpenWorld. I’m excited to be a part, of the most innovative technology team in the IT industry.” Attached hereto as Exhibit E is a true and correct copy of Oracle’s press release. 42. As Hurd well knows, IBM and HP are competitors of Oracle in the enterprise servers and storage business. Hurd’s clear effort to avoid mentioning HP is telling in light of Oracle's own SEC filings identifying HP as a competitor. What Hurd and everyone else also knows is that the Exadata server mentioned in his quote is a direct competitive product to HP’s Proliant Server. 43. The information identified above is but one example of the many ways in which HP and Oracle directly compete and in where Hurd’s “relevant experience” includes HP trade secret and confidential information, 44. Ina recent SEC filing (10-K, July 1, 2010), Oracle stated, in pertinent part: We face intense competition in all aspects of our business. The nature of the IT industry creates a ‘competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as customer demands and competitive pressures otherwise change. ‘Our customers are demanding less complexity and lower total cost in the implementation, sourcing, integration and ongoing maintenance of their enterprise software and hardware systems, which has led increasingly to our product offerings being viewed as a “stack” of software and hardware designed to work together in a standards-compliant environment—from “Applications to Disk.” Our enterprise software and hardware offerings compete directly with some offerings from the most competitive companies in the world, including Microsoft Corporation (Microsoft), IBM Corporation (IBM), Hewlett Packard Company (HP), SAP AG, and Intel, as well as many others. 45. Hurd’s position as a President and a member of the Board of Directors for Oracle puts HP’s trade secrets and confidential information in jeopardy. He will be responsible, in W ‘CIVIL COMPLAINTre) wear au 10 n 12 13 14 sh 16 17 18 19 20 21 2 2B 4 25 26 oe 28 whole or part, for the direction of the company. As a competitor of HP, he will necessarily call upon HP’s trade secrets and confidential information in performing his job duties for Oracle. 46. Hurd will be violating his legal obligations to HP and his trade protection agreements by working as Oracle’s President and as a member of the Board of Directors. He cannot perform his job at Oracle without disclosing or utilizing HP’s trade secrets and confidential information. As discussed more fully herein, HP’s trade secrets include product, planning, strategic business planning, resource allocation, products under development, technology, confidential competitive intelligence, customer initiatives, customer relationship strengths and weaknesses, pricing, margins, acquisition targets, and business growth strengths and weaknesses. 47. HP’s trade secret information is not generally known in the industry and is valuable because HP derives economic value from the information not being publicly available. 48. _ HP's trade secret business and customer information is of great value to HP and such information would give any competitor who improperly acquired such information an unfair competitive advantage by: not expending the time and resources to develop the trade secret information as HP has done, quickly developing products and technologies to unfairly ‘compete with HP in order to diminish HP’s head start, and even alerting a competitor as to initiatives that should not be pursued, as well as other improper advantages. 49. HP protects its trade secret business and customer information by requiring employees to keep confidential business and customer information, by password protecting computers, by limiting access to information, by requiring employees to sign confidentiality agreements, and by requiring employees to take mandatory annual online Standards of Business 12 ‘CIVIL COMPLAINTwon Scam iad He 13 14 15 16 17 18 ts 20 21 22 2B 24 25 26 ria 28 Conduct training, which includes the obligation to protect HP's confidential information and trade secrets. 50. _ HP’s customer relationships and goodwill are of paramount importance to HP in that many of HP’s customers have been customers of HP for quite some time. Moreover, in a number of instances, HP’s customers entrust HP with confidential information and require HP to enter into confidentiality agreements as well. 51. While employed by HP, Hurd had contact with customers, vendors, and trade secrets and confidential information. He was privy to the pricing, margins, customer initiatives, allocation of resources, product development, multi-year product, business and talent planning, and strategies being utilized by HP and which would give Hurd and Oracle an unfair advantage in soliciting customers, utilizing vendors and developing products. 52. Hurd’s actions are a serious threat to HP’s business, are in violation of contractual obligations and applicable law and unjustly enrich Hurd, 53. HP has no adequate remedy at law to fully protect it. If Hurd’s actions go unchecked, he will necessarily diminish the value of HP's trade secret and confidential information, diminish its goodwill, negatively impact customer relationships, give Oracle a strategic advantage as to where to allocate or not allocate resources and exploit the knowledge of HP’s strengths and weaknesses. FIRST CAUSE OF ACTI [Breach of Contract Against Hurd] 54. HP hereby repeats, realleges and incorporates by reference the allegations which are contained in paragraphs 1 through 53. 13 ‘CIVIL COMPLAINTCe Sc w ra NW 2 13 14 15 16 17 18 19 20 21 2 2B 24 25 26 21 28 55, Hurd’s Trade Secret Protection Agreements and Separation and Release Agreement are valid and enforceable contracts. The confidentiality covenants and other provisions contained in the agreements are reasonably necessary to protect legitimate protectable interests in trade secrets, confidential information, customer relationships, work force and ‘goodwill 56. HP has fully performed all of its obligations under the agreements. 57. Hurd is breaching or threatens to breach the agreements in at least one of the following ways by: A. failing to provide HP with sufficient notification of Hurd’s new employer and sufficient information concerning Hurd’s new position pursuant to Section 9 of the Trade Secret Protection Agreements; and/or B. accepting a position that will make it impossible for him to avoid disclosing or utilizing HP’s trade secrets or confidential information in violation of Sections? and 7 of the Trade Secret Protection Agreements. 58. Asaresult of any one of these breaches of his agreements, HP has been injured and faces irreparable injury. HP is threatened with losing customers, technology, its competitive advantage, its trade secrets and goodwill in amounts which may be impossible to determine, unless Hurd is enjoined and restrained by order of this Court. SECOND CAUSE OF ACTI [Threatened Misappropriation of Trade Secrets Against Hurd and Does 1 through 25] 59. HP hereby repeats and realleges and incorporates by reference the allegations which are contained in paragraphs 1 through 58. 60. _Atall relevant times, HP was in possession of confidential and trade secret information as defined by California Civil Code Section 3426.1(d). The proprietary business and customer information of HP constitutes trade secrets because HP derives independent 14 CIVIL COMPLAINT.SO ee oe ee u a. Hey 4 15 16 7 18 19 20 va 2 23 4 25 26 27 28 economic value from that information, such information is not generally known nor readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and because the information is the subject of reasonable efforts to maintain its secrecy. HP’s confidential and proprietary trade secret information described herein is not and ‘was not generally known to Plaintiffs’ competitors in the industry. 61. _ HPis informed and believes and therefore alleges that Defendants have actually misappropriated and/or threaten to misappropriate HP”s trade secrets without HP’s consent in violation of California’s Uniform Trade Secrets Act, California Civil Code § 3426 et seq. Hurd cannot serve as President and a member of the Board of Directors for Oracle without utilizing and disclosing HP's trade secrets and confidential information. Hurd cannot separate out HP’s trade secrets and confidential information in performing his daily duties at Oracle. As such injunctive relief, pursuant to Civil Code section 3426.2(a) is appropriate. 62. Hurd has accepted employment at Oracle and will serve functions at Oracle similar to his previous roles at HP and thus, cannot avoid disclosing and utilizing HP’s trade secrets and confidential information. 63. Asa product of his employment with HP, Hurd had access to HP’s most valuable trade secrets and confidential information as described herein. Hurd continues to have knowledge of that information, notwithstanding the fact that he is working for a competitor. 64. _ HP is informed and believes and thereon alleges that Hurd has the intent to disclose HP’s trade secrets and confidential information to others, including his new employer, in violation of the CUTSA and his trade secret protection agreements with HP. 65. Asaproximate result of Defendants’ threatened misappropriation of HP’s trade secrets and confidential information, HP has suffered, and will continue to suffer, damages in an 15 ‘CIVIL COMPLAINTeR Cwm aan 10 it 12 13 14 15 16 7 18 19 20 21 22 23 24 25 26 27 28 amount to be proven at the time of trial, but which are substantial and in excess of the minimum. jurisdictional amount of this court. 66. Defendants have been unjustly enriched and HP is entitled to all recoverable damages in an amount to be proven at the time of trial, but which are in excess of the minimum jurisdictional amount of this Court. 67. Asa further proximate result of Defendants’ wrongful conduct and threatened misappropriation, HP has been injured, irreparably and otherwise, and is threatened with additional and on-going injuries. Because HP’s remedy at law is inadequate, HP seeks temporary, preliminary and permanent injunctive relief. HP is threatened with losing customers, technology, its competitive advantage, its trade secrets and goodwill in amounts which may be impossible to determine, unless Defendants are enjoined and restrained by order of this Court, as alleged above. 68. Defendants will be unjustly enriched by the threatened misappropriation of HP’s trade secrets and confidential information, and, unless restrained, will continue to threaten to use, actually use, divulge, threaten to disclose, acquire and/or otherwise misappropriate HP’s trade secrets and confidential information. 69. Upon information and belief, Defendants’ threatened misappropriation has been willful and malicious in light of Hurd’s repeated execution of contracts prohibiting his current conduct and his deliberate violation of the contractual obligations. Therefore, Plaintiffs are entitled to an award of punitive or treble damages and attorneys’ fees pursuant to California Civil Code Sections 3426.3(c) and 3426.4. 16 CIVIL COMPLAINTSo ed oe ir 12 13 14 15 16 17 18 19 20 21 23 24 25 26 vik 28 PRAYER FOR RELIEF WHEREFORE, HP prays for the following relief: A. HP seeks an order requiring Hurd to provide HP with sufficient notification of Hurd’s new employer and provide further information concerning Hurd’s new position with Oracle pursuant to his trade secret protection agreements with HP; B. That Hurd, along with his respective agents, employers, employees, attomeys and those persons in active concert or participation with him, be enjoined by way of a temporary injunction, preliminary injunction, and permanent injunction as follows: 1, from holding a position with a competitor in which he will utilize or disclose HP’s trade secrets and confidential information; 2. directly or indirectly disclosing or utilizing HP’s trade secrets and confidential information; and 3. appointing a special master to review, on a regular basis, Defendants’ compliance with the requested injunctive relief and requiring Defendants, and each of them, to provide a monthly verified statement of compliance that Defendants, and each of them, have not used or disclosed any of HP's trade secrets and confidential information. C. That HP be awarded compensatory damages it has suffered, in an amount to be proven at trial; D. That HP be awarded exemplary damages as provided for by statute for willful and malicious conduct; FE. That HP be awarded attomney’s fees and the costs of this action as permitted by law; F, Foran accounting from Defendants of their misuses of HP’s information and property and other unlawful acts; 17. ‘CIVIL COMPLAINTwauevn ar) 10 i 12 13 14 15 16 iFa 18 9 20 rat 2 2B 4 25 26 27 28 G. Fora constructive trust for the benefit of HP to be imposed upon all funds, assets, revenues and profits Defendants have or will derive from their unlawful acts and their threatened misappropriation of HP’s information and property; and H. That HP be awarded such other and further relief as the Court deems equitable and just. Dated: September 7, 2010 Respectfully submitted, Law Offices of Allen Ruby Allen Rul Attorneys for Plaintiff HEWLETT-PACKARD COMPANY DEMAND FOR JURY TRIAL Plaintiff Hewlett-Packard Company hereby demands a trial by jury in the above- captioned matter on all matters so triable. Dated: September 7, 2010 Respectfully submitted, Law Offices of Allen Ruby by, ut Allen Ruby Attomeys for Plaintiff HEWLETT-PACKARD COMPANY 18. ‘CIVIL COMPLAINTEXHIBIT AA0/3 8924. Agreement Regarding Confidential Information and Proprietary Developments With Protective Covenants Relating to Post-Employment Activity For Incumbent Employee Working in California sone opeerteny. WOK. \. Hurd L clationship to Employment, As a condition of my conticued employment with Hewlett-Packard Company or one of its affiliates or subsidiaries (collectively, HP"), and in consideration my cligibilty for a grant of Performance-based Restricted Units under the Hewlett-Packard Company’ 2004 Stock Incentive Plan, I knowingly agree to restrictions provided for below that will apply during and after my employment by HP. I understand, however, that nothing relating to this Agreement will be interpreted as a contract or commitment whereby HP is deemed to promise continuing employment for a specified duration. 2. Confidential faformation, This Agreement concerns trade secrets, confidential business and technical information, and know-how not generally known to the public (hereinafter "Confidential Information") which is acquired or produced by me in connection with my ‘employment by HP. Confidential Information may include, without limitation, information on HP organizations, staffing, finance, structure, information of employee performance, compensation of others, research and developrnent, manufacturing and marketing, files, keys, certificates, passwords and other computer information, as well as information that HY receives from others under an obligation of confidentiality. Tagree: @. use such information only inthe performance of HP duties; b. _tohold such information in confidence and trust; and © © use all reasonable precautions to assure that such information is not disclosed to ‘unauthorized persons or used in an unauthorized manner, both during and after my employment with HP. 1 further agree that any organizational information or staffing information learned by me in connection with my employment by HP is the Confidential Information of HP, and I agree that | will not share such information with any recruiters or any other employers, either during or ‘subsequent to my employment with HP; further, {agree that I will not use or permit ute of such as a means to recruit or solicit other HP employees away from HP (either for myself or for others). 3. Proprietary Developments, This Agrecment also concerns inventions and discoveries (whether o not patentable), designs, works of authorship, mask works, improvements, data, processes, computer programs and software (hereinafter called "Proprietary Developments”) that are conceived or made by me alone or with others while Iam employed by HP and that relate to the research and development or the business of HP, or that result from work performed by me for HP, ot that are developed, in whole or in part, using HP's equipment, supplies, facilites or trade secrets information. Such Proprietary Developments are the sole property of HP, and 1 hereby assign and transfer all rights in such Proprictary Developments to HP. I also agree that any works of authorship created by me shall be deemed to be “works made for hire." I further agree forall Proprietary Developments:a. todisclose them promptly to HP; b. 10 Sign any ascigament document to formally perfect and confiem my assignment of ttle toHP; © toassign any right of recovery for past damages to HP; and & 10 execute any other documents deemed necessary by HP to obtain, record and perfect patent, copyright, mask works andor trade secret protection in all countries, in HP's name and at HP's expense. | understand that HP may delegate these rights. I agree that, if requested, my disclosure, assignment, execution and cooperation duties will be provided to the entity designated by HP. In compliance with prevailing provisions of celevant state statutes,* this Agreement does not apply to an invention for which no equipment, supplies, facility or rade secret information ofthe ‘employee was used and which was developed early on the employee's own time, unless (8) the invention relates (j) t0 the business of the employer or (i) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee forthe employer. 4, Respect for Rights of Former Emplovers, { agree to honor any valid dsclosure or use restrictions on information or intellectual property known to me and received from any former employers or any other partes prior to my employment by HP. Tagree that without prior written ‘consent of such former employers or other parties, I will not knowingly use any such information in connection with my HP wark or work product, and I will not bring onto the premises of HP any such information in whatever tangible or readable Form. 5. Work Produet. The product ofall work performed by me during and within the scope ‘of my HP employment including, without limitation, any files, presentations, reports, documents, drawings, computer programs, devices and modes, wll be the sole property of HP. { understand that HIP has the sole right to use, sell, license, publish or otherwise disseminate or transfer rights in such work product. HP Property, I will not remove any HP property from HP premises without HP's permission. Upon termination of my employment with HP, I will return all HP property to HP unless HP's weitten permission to keep itis obtained, 7. Protective Covenants, I acknowledge that a simple agreement not to disclose or use H's Confidential {nformation or Proprietary Developments after my employment by HP ends ‘would be inadequate, standing alone, to protect HP's legitimate business interests because some activities by a former employee who had held a position like mine would, by their nature, ‘compromise suck Confidential Information and Proprietary Developments as well asthe goodwill ‘and customer relationships that HP will pay me to develop for the company during my employment by HP. I recognize that activities that violate HP's rights in this regard, whether or not intentional, are often undetectable by HP until itis too late to obtain any effective remedy, and that such activities will cause itteparable injury to HP. To prevent this kind of irreparable ‘warm, [ agree that for a period of twelve months following the termination of my employment with HP, I will abide by the following Protective Covenants:() — NoConflicting Business Activities. | will not provide services to a Competitor in any role or position (as an employce, consultant, or otherwise) that would involve Conlicting Business Activities (but while {remain a resident of California und subject to the laws of California, the restriction inthis clause (paragraph 7, subpart (a)) will apply only to Conflicting Business Activites that cesult in unanbarized use or disclosure of HP's Confidential Information); (©) No Solicitation of Customers, I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with any customer of HP in pursuit of a Competing Line of Business if I either had business-related contact with that ‘customer or received Confidential Information about that customer in the fast two years of my employment at HP (but while { remain a resident of California and subject the laws of California, the restriction in this clause (paragraph 7, subpart (b)) will apply only to solicitations or communications made with the unauthorized assistance of HP's ‘Confidential Information); © NoSolicitation of HP Employees, 1 will not (in person or through assistance to ‘others) knawingly participate in soliciting or communicating with an HP Employee for the purpose of persuading or helping the HP Employee to end or reduce his or het employment relationship with HP if I either worked with that HP Employee or received Confidential Information sbout that HP Employee in the last two years of my ‘employment with HP; and (@) No Solicitation of HP Suppliers, I will not (in person or through assistance to others) knowingly participate in soliciting ar communicating with an HP Supplier forthe purpose of persuading or helping the HP Supplier to end oF modify to HP's detriment an ‘existing business relationship with HP if 1 either worked with that HP Supplier or received Confidential Information about that IIP Supplier in the last two years of my ‘employment with EP, ‘As used here, “Competitor” means an individual, corporation, other business entity or separately ‘operated business unit of an entity that engages in a Competing Line of Business. “Competing ‘Line of Business” means a business that involves @ product or service offered by anyone other than HP that would replace or compete with any product or service offered orto be offered by HP with which I had material involvement while employed by HP (unless HP and its subsidiaries are no longer engaged in or planning to engage in that line of business). “Conflicting Business Activitles” means job duties or other business-related activities in the United States or in any ‘other country where the HP business units in which { work do business, of management or supervision of such job duties or business-related activities, if such job duties or business-related activities are the same as or sintlar to the job duties or business-related activities in which I participate or as to which I receive Confidertial (nformation in the last two years of my ‘employment with HP, “HP Employee” means an individual employed by or retained as a consultant to HP or its subsidiaries. “HP Supplier” means an individual, corporation, other ‘business entity or separately operated business unit of an entity that regularly provides goods or services to HP or its subsidiaries, including without limitation any OEM, ODM or subcontractor. 8. Enforcement. I make these agreements to avoid any future dispute between myself and HP regarding specific restrictions on my post-employment conduct that will be reasonable, necessary and enforceable to protect HP's Confidential Information and Proprietary Developments and other legitimate business interests. The Protective Covenants are ancillary to the other terms of this Agreement and my employment relationship with HP. This Agreement‘benefits both me and HP because, among other things, it provides finality and predictability for ‘both me and the company regarding enforceable boundaries on my future conduct. Accordingly, [agree that this Agreement and the restrictions init should be enforced under common law rules favoring the enforcement of such agreements. For these reasons, | agroe that | will not pursue any legal action to set aside o avoid application ofthe Protective Covenants. 9. Notice of Post-Employment Activities, {FI accept a position with a Competitor at any time within twelve months following termination of my employment with HP, [ will promptly give written notice to the senior Human Resources manager for the HP business sector in which 1 worked, with a copy to HP’s General Counsel, and will provide HP with the information it needs about my new position to determine whether such position would likely lead to a violation of this ‘Agreement (excepk that ( need not provide any information that would include the Competitor's trade secrets) 10, Relief: Extension. 1 understand that if I violate this Agreement (particularly the Protective Covenants), HP will be entitled to injunctive relief by temporary restraining order, 1emporary isjnction, and/or permanent injunction and any other legal and equitable relief allowed by law. Injunctive relief will not exclude other remedies that might apply. If fam found to have violated any restrictions in the Protective Covenants, then the time period for such restictions will be extended by one day for each day that I am found to have violated them, up to 2 maximum extension equal tothe time petiod originally prescribed for the restrictions. U1, Severability, Authority for Revision, The provisions of this Agreement will be separately construed. If any provision contained in this Agreement is determined to be void, illegal ot unenforceable, in whole or in part, then the other provisions contained herein will remain in full force and effect as ifthe provision so determined had not been contained herein. If the restrictions provided in this Agreement are deemed unenforceable as written, the parties expressly authorize the cour to revise, delete, or add to such restrictions tothe extent necessary to enforce the intent of the parties and to provide HP's goodwill, Confidential Information, Proprietary Developments and other business interests with effective protection. The tile and paragraph headings in this Agreement are provided for convenience of reference only, and shall not be considered in determining its meaning, intent or applicability. This Agreement will inure to the benefit of the pasties’ heirs, suecessors and assigns. 12, Governing Law. This Agreement will be governed by the laws of the state in which € reside atthe time ofits enforcement. ‘Signature: fk had Le Date: a-b- oF ‘“tocluding: California Labor Code Section 2870; Delaware Code Title 19 Section 805; Illinois 76S1LCS1060/1-3, "Employees Patent Act", Kansas Statutes Section 44-130; Minnesota Statutes 13A Section 181.78; North Carolina General Statutes Article 10A, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-1 through 34-39-3, “Employment Inventions Act"; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140, ARCIPD IE-CA 013008EXHIBIT BHP Agreement Regarding Confidential Information and Proprietary Developments Name of Employee: Mark Hurd (20138924) 1. Consideration_and Relationship to Emplovment, As a condition of my continued employment with Hewlett-Packard Company or one ofits subsidiaries or affiliates (collectively, HP"), in rtum for HP?s agreement that I will be provided certain confidential and proprietary information, taining, and/or customer contacts to assist me in ay duties in such employment, and in consideration of my eligibility for a grant of Performance-based Restricted Units unde the Hewlett-Packard Company 2004 Stock Incentive Plan, I knowingly agree to restrictions provided for below that will apply during and after my employment by HP. 1 understand, howevet, that nothing relating to this Agreement will be interpreted as a contract or commitment whereby HP is eemed to promise continuing employment for a specified duration. My acceptance of this ‘Agreement may be indicated either by a manual signature or by my completion of a computer- based process that duly confirms my agreement to such terms, m This Agreement concems trade secrets, confidential business and technical information, and know-how not generally known to the public (hereinafter “Confidential Information") which is acquired oF produced by me in connection with my employment by HP. Confidential Information may include, without limitation, informasion on HP organizations, staffing, finance, structure, informstion of employee performance, compensation of others, research und development, manufacturing and marketing, files, Keys, cattficates, passwords and other computer information, as well as information tht HP receives from others under an obligation of confidentiality. | agree: (@) to use such information only inthe performance of HP duties; (®) _tohold such information in confidence and trust; and (© so-ase all reasonable precautions to assure tht such information i nak dsclosed to urathvined persons or used in an unauthorized manner, bath during and after my employment with HP. 1 Surther agree that any organizational information or staffing information learned by me in connection with my employment by HP is the Confidential Information of HP, and T agree that | will not share such information with any recruiters or any other employers, either during or subsequent to my employment with HP; further, [agree that | will nt use or permit use of such as a means to recruit solicit other HP employees away from HP (either for myself or for others). Proprietary Developments, This Agreement also concerns inventions and discoveries | ‘of not patertable}, designs, works of authorship, mask works, improvements, data, processes, somputer programs and sofware (heres called “Proprietary Development) tat are conceived or made by me alone or with others while | am employed by MP and that relate to the research and development or the business of HP, or that result from work performed for HP, of that are developed, in whole ot in par, using HP's equipment, supplies, facilites or trade secrets information. Such Proprietary Developments are the sale property of HP, and | tpereby assign and transfer all rights in such Proprietary Developments to HP. I also agree that any works of authorship created by me shall be deemed to be “works made for hire." I further agree forall Proprietary Developments:@ _todiselose them promptly to HP: (©), to sign any assignment docuret to formally perfect and confi my assignment (©) toassign any right of recovery for past damages 1o HP; and (@__ to execute any other documents deemed necessary by HP to obtain, record and perfect patent, copyright, mask works ander trade secret protection in. all countries, in HP's name and at HP's expense. | understand that HP may delegate these sights. agres that, if requested, my disclosure, assignment, execution and cooperation duties will be provided to the entity designated by HIP. ‘in compliance with prevailing provisions of relevant state statutes,* this Agroement does not ‘ply 10 an invention for which no equipment, supplies, facility or trade secret information of the employes was used and whch was developed entirely on the employee’ own time, unless (a) the invention relates (@) to the business of the employer or (i) to the employers actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. 4. Respect for Righs of Former Emplovers, 1 agree to honor any valid disclosure «se restrictions on information or intellectual property Known to me and received from any former ‘employers or any other parties prior to my employment by HP. | agree that without prior written consent of such former employers or ther partes, 1 will nat knowingly wee any such information in connection with my HP work or work product, and I wil not bring onto the premises of HP ny such information in whatever tangible or readable form. Work Product, The product ofall work performed by me during and within the scope ef my si eopeyment cling wih lina, any fis, pecraton, por docu Arawings, computer programs, devices and models, will be the sole property of HP. I understand that HP has the sole right to use, sell, license, publish or otherwise disseminate or transfer rights insuch work product. 6. HP Property, I will not remove any HP property from HP premises without HP's permission. Upon termination of my employment with ITP, I will retur all HP property to HP ness HP's written permission to keep itis obtained. 7, Beotective Covenants, | acknowledge that a simple agreement not to disclose or use HP's Confidential information oF Proprietary Developments after ry employment by HP ends ‘would be inadequate, standing alone, to protect HP's legitimate business interests because some activities by a former employee who had held a position like mine would, by their nature, compromise such Confidential Information and Proprietary Developments as well as the goodwill ‘and customer relationships that HP will pay me to develop for the company during my employment by HP. I recognize that activities that violate HP's rights in this regard, whether or not intentional, ae often undetectable by HIP until it is 100 late to obtain any effective remedy, and that such activities will cause irreparable injury to HP. To prevent this kind of ireparable hharm, I agree that for & period of twelve months following the termination of my employment ‘with FIP, I will abide by the following Protective Covenants:(©) NoConficting Business Activities 1 will not provide services to « Competitor jin any role or position (as an cmployce, consultant, or otherwise) that would involve Conflicting Business Activities in the Restricted Geographic Area (but while | remain a resident of California and subject tothe laws of California the resticton i (paragraph 7, subpart (@)) will apply only to Conflicting Business Act ©) No Solisitation of Customers, 1 will not (ia person of through assistance to dcipate in soliciting or communicating with any customer of HP in pursuit ofa Competing Line of Business if | either had business-related contact with that ‘stomes or received Confidential Information about that customer in the last wo years of my employment at HP (but while [ remain a resident of California and subject to the Jaws of Califor, the restriction inthis Clause (paragraph 7, subpar (b)) will apply only to solicitations or communications made with the unauthorized assistance: of VP's Confidential Informatio); © NoSolictation of HP Employess, 1 will noc (in person or through assistance t0 thers) knowingly participate in soliciting or communicating with an IP Employee for the purpose of persuading or helping the HP Employee 10 end or reduce his or her ‘employment relationship with HP if [ether worked with that HP Employee oF reeived Confidential Information sbout that HP Employee in the last «wo years of my employment with HP, and @ No Solicitation of HP Suppliers, | will not (in person or through assistance to others) knowingly participate in soliciting or communicating with an HP Supplier for she purpose of persuading or helping the FIP Supplier to end or modify to HP's detriment an existing business relationship with HP if T either worked with that HP Supplier or received Confidential Trformation about that HP Supplier in the last two years of my ‘employment with HP. ‘As used here, “Competitor” means an individual, corporation, other business entity or separately ‘operated business unit of an entity that engages in a Competing Line of Business. “Competing Line of Business” means a business that involves a product o¢ service offered by anyone other than HP that would replace or compete with any product ot service offered ort be affced by HP ‘with which T had material involvement while employed by HP (unless HP and its subsidiaries are no longer engaged in or planning to engage in that tine of business). “Conflicting, Business “Activities” means job duties or other business-related activities in the United States oF in any other country where the HP business units in which I work do business, or management oF supervision af such job duties or businesirrolated activites, if such job duties businestrelated activities are the same as or similar to the job duties or business-related activities in which I participate or as to which I receive Confidential Information in the last two years of my employment with HP. “Restricted Geographic Area” means the states, provinces or other ‘geographic subdivisions in which 1 either performed substantial services for HP or maraged the ‘work of others for HP in the last two years of my employment with HP. “HP Employee” means ‘an Individual employed by or retained as a consultant ro HP ofits subsidiaries. “HP Supplies” ‘means an individual, corporation other business entity or separtely operated bisiness unit of an ertity that regularly provides goods or services to HP or its subsidiaries, including without {imitation any OEM, ODM or subcontractor.8. Enforcement, 1 make these agreements to avoid any Future dispute between myself and HP regarding specific reactions on my postemployment conduct that will be reasonable, necessary and. enforceable 0 protect HP's Confidential Information and Proprietary Developments ar other legitimate business interests. The Protecive Covenants are ancillary to the othr tems. ofthis Agreement and my employment relationship with HP. This Agreement benefits both me and HP because, among other things, it proves finality and predictability for both me and the company regarding enferceable boundaries on my future conduct. Accordingly, {agree that this Agreement and the restrictions in it should be erfforced under common law rules. favoring the enforcement of such agreements. For these reasons, | agree that | will not pursue any leg action to set aside or avoid application of the Protective Covenants, 9. Notice of Post-Emplovment Activities, 1 accep postion with a Competitor at any time within twelve months following termination of my employnvent with HP, 1 wil promply give swriten notice £0 the senior Human Resources manager for the HP business sector in which | worked, with a copy to 11?'s General Counsel, and will provide HP with the information it needs about my new position to determine whether such position would likely lad toa violation of this ‘Agreement (except that 1 need not provide any information that would include the Competitor's trade secres). 10. Relief: Extension. 1 understand that if 1 violate this Agreement (particularly the Protective Covenants), HP will be entitled to injunctive relief by temporary restraining order, temporary injunction, sador permanent injunction and any other legal and equitable relief allowed by law. Injunctive relief will not exclude other remedies that might apply. If am found to have violated any restrictions inthe Protective Covenants, then the ime period for such restrictions will be extended by one day for cach day thet I am found to have violated them, up to & maximum extension qual tothe time period originally prescribed forte restrictions. 11. Severability, Authority for Revision, Governing_Law. The provisions of this Agreement will be separately construed. if any provision contained in this Agrecment is determined 10 be void legal or unenforceable, in whole oF in par, then the other provisions contained herein will remain in full force and effect as if the provision so determined had tot been contained herein. Ifthe restrictions provided in this Agreement are deemed unenforceable as vite, the parties expressly autharivs the court to revise, delete, or add to such restrictions 10 the extent necessary 10 enforce the intent of the parties and to provide HP's goodwill, Confidential Information, Proprietary Developments and other business interests with effective ‘rctection. In the event the restrictions provided in this Agreement are deemed unenforceable and cannot be reformed 10 make them enforceable, then any prior agreements that Ihave made ‘with HP relating to confidential information or proprietary developmerts shall not be deemed £0 hhave been superseded or otherwise affocted by this Agreement, but instead shall remain in effect. The tile and paragraph headings in this Agrecment are provided for convenience of reference ‘only, and shall nat be considered in determining its meaning, intent or spplicailty. This ‘Agreement will inure fo the benefit of tre partiss heirs, successors and assigns. This Agreement will be governed by the laws of the state in which I reside at the the of its enforce:nent.. 12, eceptance by HP. A counterpart of this Agreement hai been manually executed on behalf of HP by a duly auborized officer of HewlettPackard Company to indicate HP's acceptance of the terms hereof and HP's covenant to perfrm its obligations hereunder (including. without limitation, HP's agreement that | will be provided certain confidentiah and proprietary information, training, andor customer contacts to assist me in my duties). Such acceptance on behalf of HP is contitioned upon my reciprocal agreement to such terms. 1 acknowledge thesufficiency of HP's acceptance of the terms hereof to establish the mutual rights and responsibilities defined herein. FORHP ‘Signature: /s/ Marcela Perez de Alonso (Executive Vice President, Human Resousces) Date: January 16, 2009 FOR EMPLOYER, ‘Signature: é ou: Ala cfor ‘Including: California Labor Code Section 2870; Delaware Code Title 19 Section 805; Minois 765IL,CS1060/1-3, "Employees Patent Act"; Kansas Statutes Section 44-130; Minnesota Statutes IDA Section 181.78, North Carolina General Statutes Article 10, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 3439.1 through 34.39-3, “Employment Inventions Act"; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44. 140, ARCIPD 1E-California!20108hmrev20108EXHIBIT CHP Agreement Regarding Confidential Information and Proprietary Developments ‘Mark Hurd, HP Chairman of the Board, Chief Executive Officer and President 1. Consideration and Relationship to Emplovment, As a condition of my continued ‘employment with Hewlett-Packard Company or one of its subsidiaries or affiliates (coltecively, “HP* os the “Company”), in return for HP’s agreement that I will be provided certain confidential and proprietary information, taining, and/or customer contacts 10 assist me in my duties in such employment, and in consideration of my eligibility for a grant of Performance-based Restricted Units under’the Hewlett-Packard Company 2004 Stock Incentive Plan, I knowingly agree to restrictions provided for below that will apply during and afer my employment by HP. I understand, however, that nothing relating to this Agreement will be interpreted as a contract or commitment whereby HP is deemed to promise continuing employment fora specified duration. My acceptance of this Agreement may be indicated either by @ manual signature or by my ‘completion of a computer-based process that duly confirms my agreement to such terms. 2. Confidential Information, This Agreement concems trade secrets, confidential business ‘and echnical information, and know-how not generally known to the public (hereinafter "Confidential Information”) which is acquired or produced by me in connection with my ‘employment by HP. Confidential Information may include, without limitation, information on HP organizations, staffing, finance, structure, information of employee performance, compensation of others, research and development, manufacturing and marketing, files, keys, certificates, passwords and other computet information, as well as information that HP receives from others under an obligation of confidentiality. I agree. (@ tose such information only in the performance of HP duties; (6) whold such information in confidence and trust; and (©) to.use all reasonable precautions to assure that such information is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my employment with HP. I further agree that any organizational information or staffing information learned by me in connection with my employment by HP i the Confidential Information of HP, and agree that | will not share such information with any recruiters or any other employers, either during or Subsequent tomy employment with HP; further, {agree that I will not use or permit use of such aS a means to recruit or solicit other HP employees away from HP (either for myself or for others) 3. Broprietary Developments, This Agreement also concems inventions and discoveries (whether or not patentable) designs, works of authorship, mask works, improvements, data, processes, computer programs and software (hereinafter called "Proprietary Developments") that are conceived or made by me alone or with others while I am employed by HP and that relate to the research and development or the business of HP, or that resuit fram work performed by me for HP, or that are developed, in whole or in part, using HP's equipment, supplies, facilities or trade secrets information. Such Proprietary Developments are the sole property of HP, and hereby assign and transfer all rights in such Proprietary Developments to HP. I also agree that any works of authorship created by me shall be deemed to be “works made for hire." 1 further agree for all Proprietary Developments: