E-FILED SEAN P. GATES (CA SBN 7/17/2020 8:57 PM Clerk of Court Superior Court of CA, County of Santa Clara 186247) SGates@charisleX.com CHARIS LEX P.C. 301 N. Lake Ave., Suite 1100 Pasadena, California 91 101 Telephone: 626.508.1717 Facsimile: 626.508.1730 ZOCV368472 Reviewed By: P. Lai Attorney for Plaintiff TESLA, INC. SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA 10 TESLA, Case No. INC., 20CV368472 11 COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES FOR: Plaintiff, 12 V. 13 1. RIVIAN AUTOMOTIVE, 14 RIVIAN AUTOMOTIVE, LLC, TAMI PASCALE, 15 KIM WONG, JESSICA SIRON, CARRINGTON BRADLEY, and DOES 1-20. INC., 16 VIOLATION 0F THE UNIFORM TRADE SECRETS ACT (CAL. CIV. 2. 3. CODE § 3426 ET SEQ); BREACH 0F CONTRACT; AND INTENTIONAL INTERFERENCE WITH CONTRACT. Defendants. 17 DEMAND FOR JURY TRIAL 18 19 20 21 22 23 24 25 26 27 28 COMPLAINT Tesla, Inc. brings this action against Rivian Automotive, Inc., RiVian Automotive, Tami Pascale, knowledge as Kim Wong, t0 its own Jessica Siron, Carrington Bradley, and acts Does 1-20 and upon information and belief With respect alleging LLC, upon t0 all other matters, as follows: THE NATURE OF THE ACTION 1. This dispute stems from Rivian’s efforts t0 misappropriate Tesla’s trade secret, confidential, and proprietary information by recruiting Tesla employees and encouraging them to take such information as they leave Tesla. 2. Rivian is a small startup 10 is 11 from Tesla’s ranks, which, When done 12 company seeking t0 enter the electric vehicle market. Tesla the world’s leading manufacturer 0f electric vehicles. Unsurprisingly, Rivian recruits heavily 3. fairly, Tesla respects as legitimate competitive conduct. Tesla has recently discovered, however, an alarming pattern As now knows, among Tesla employees 13 recently leaving t0 join Rivian. 14 employee about the types 0f Tesla confidential information 15 employee knew 16 obligations t0 Tesla. Nonetheless, the 17 Rivian sought—highly sensitive, trade secret information that would give Rivian a huge competitive 18 advantage. 19 4. filll Tesla RiVian instructed one recently departing Tesla that Rivian needs. Both Rivian and the well that taking such information would Violate the employee’s non-disclosure employee expropriated for RiVian the exact information Tesla has uncovered three additional employees similarly taking Tesla highly 20 valuable, confidential information as they left for Rivian. 21 investigators, both falsely denied having taken anything. 22 Tesla’s investigation. 23 discovered until after he joined Rivian. The third 5. 25 Tesla employees 26 secret, confidential, or proprietary information. Tesla’s investigation are is questioned by Tesla’s One of them was not interviewed because 24 Who Two were actively interfered With the misappropriation continuing, and Tesla has since identified now working for Rivian and Who also 27 28 1 COMPLAINT was not two more former likely misappropriated Tesla trade Misappropriating Tesla’s competitively useful confidential information 6. Tesla for a new employer is obviously wrong and risky. an important benefit—to use it One would engage t0 serve the competitive interests of a new when leaving in that behavior only for employer. Tesla brings this suit to remedy the misappropriation 0f its trade secret, confidential, 7. and proprietary information. THE PARTIES Tesla 8. is a Delaware corporation With its principal place 0f business at 3500 Deer Creek Road, Palo Alto, California. On information and belief, 9. Rivian Automotive, Inc. is a Delaware corporation With its 10 principal place of business in Plymouth, Michigan, and 11 Palo Alto, and Irvine, California. Rivian Automotive, Inc. also has approximately 1,000 employees 12 in California, 13 and a total 14 company with 15 member of Rivian Automotive, LLC. 16 Rivian Automotive, 17 11. 18 California. 19 12. 20 California. 21 13. LLC She is is currently an Kim Wong is Jessica Siron a California resident With her principal residence in is an at 26 15. Rivian and Illinois resident Rivian and a former employee of Tesla. is currently an Does 1-20 is Buena Park, a former employee of Tesla. With her principal residence in Bloomington, for Tesla, Siron resided in California. Carrington Bradley is the sole employee of Rivian and a former employee 0f Tesla. She will soon begin work He is a California resident with her principal residence in Danville, 23 California. a Delaware limited liability is collectively as “Rivian.” Tami Pascale While working 25 LLC Tesla refers in this Complaint t0 Rivian Automotive, Inc. and Illinois. 14. RiVian Automotive, a principal office in San Mateo, California. Rivian Automotive, Inc. 22 24 San Jose, Carson, also has facilities in 0f approximately 2,300 employees. On information and belief, 10. Which She is currently an employee of a California resident With his principal residence in San Jose, employee 0f RiVian and a former employee 0f Tesla. are unidentified individuals 27 now, 0r have been, employed by Rivian, Who Tesla 28 a later date. Tesla’s investigation is who are former Tesla anticipates Will be employees and who are added as named defendants ongoing, and, as explained below, Tesla has very recently 2 COMPLAINT at uncovered evidence that additional former Tesla employees now employed by RiVian likely have misappropriated Tesla trade secret, confidential, 0r proprietary information. Tesla refers in this Complaint t0 16. Tami Pascale, Kim Wong, Jessica Siron, and Carrington Bradley collectively as the “Individual Defendants.” Tesla refers t0 the Individual Defendants and Rivian, together, as “Defendants.” Rivian has 17. 10 following facilities in California: Power Conversion and Carson, CA; a. Electric b. Battery Systems, Vehicle Dynamics, and Customer Experience, Irvine, c. Digital d. Autonomy and Vehicle Commerce and Cloud Facilities, Connectivity, Palo Alto, Electronics, San Jose, CA CA; and CA. JURISDICTION AND VENUE 11 12 at least the This Court has jurisdiction over Defendant Rivian Automotive, Inc., Which 18. is 13 authorized t0 conduct, and in fact does conduct, business in California. RiVian Automotive, Inc. has 14 sufficient minimum 15 this State through the research, development, and manufacture 0f products in 16 employment of persons 17 permissible under traditional notions 0f fair play and substantial justice. 18 contacts With this State, and otherwise purposely avails itself of the markets in this State, in this State, so as t0 render the exercise ofjurisdiction This Court has jurisdiction over Defendant Rivian Automotive, 19. and by California courts LLC, Which is 19 authorized t0 conduct, and in fact does conduct, business in California. Rivian Automotive, 20 has sufficient 21 in this State through the research, development, 22 employment of persons 23 permissible under traditional notions 0f fair play and substantial justice. 24 minimum LLC contacts with this State, and otherwise purposely avails itself 0f the markets and manufacture of products in this State, in this State, s0 as t0 render the exercise ofjurisdiction and by California courts This Court has jurisdiction over the Individual Defendants because they are 0r were 20. 25 California residents, this action arises out 0f their 26 California, 27 California. and they have transacted business As in employment for Tesla while they and have caused injury were in to Tesla in the State 0f discussed below, the Individual Defendants also breached agreements With Tesla that 28 3 COMPLAINT provide for exclusive jurisdiction and venue in the state and federal courts in Santa Clara 0r San Francisco Counties. 21. Venue is also proper in Santa Clara Superior Court because Tesla’s headquarters is in Santa Clara County. Thus, the injury t0 Tesla occurred in this County. FACTUAL ALLEGATIONS 22. Tesla is an American company, founded in 2003, that designs, manufactures, and vehicle powertrain components, as W611 as scalable clean energy sells electric cars, electric generation and storage products in order to accelerate the world’s transition t0 sustainable energy. Tesla sells the successful Model 3, Model Y, Model S, 10 automation systems. Tesla 11 reservations for Tesla’s highly anticipated Cybertruck. 12 23. Rivian is is and Model X vehicles, all With state of the art also poised t0 enter the pickup truck market, With over 500,000 a prospective electric vehicle manufacturer that desires t0 bring t0 market a SUV based 0n an electric drivetrain and level 3 automation. At the end of 2016, 13 truck and an 14 about 100 employees. After several rounds of financing and investments, by mid—2019, 15 1000 employees. 16 24. Tesla, as the world leader 17 number one 18 proprietary information. 19 joined Rivian directly from Tesla. 20 25. target from which To in electric vehicles and vehicle automation, is it had had about Rivian’s t0 acquire information, including trade secret, confidential, date, Rivian has hired it and 178 eX-Tesla employees, roughly 7O 0f Which Thirteen of Rivian’s recruiters are former Tesla employees. These recruiters are thus 21 familiar With the types of information t0 22 would be useful 23 practices that forbid Tesla employees, including former employees, 24 confidential and proprietary information t0 Tesla’s competitors and other third parties. to Rivian. They Which Tesla employees have access and what information are also familiar With Tesla’s several agreements, policies, 25 A. Tesla Vigorously Protects 26 26. Tesla’s innovation advantage has not 27 decade recruiting talent, Its and from disclosing Tesla’s Confidential and Proprietary Information come by accident. Tesla has spent more than a enabling that talent t0 thrive industriously and creatively, and then 28 4 COMPLAINT protecting the fruits of this creative ecosystem information remains with Tesla and its not stolen by competitors. confidential and proprietary information. employees must sign the Tesla, Agreement Inc. “NDA” January 24, 2018, and Bradley on September NDA, Tesla’s “Proprietary Information,” 11 t0 12 relevant here, “technical data, trade secrets, 13 data, programs, lists 14 other business information.” 15 I 29. 16, 1, 2017, Wong 0n defined September among t0 include “all information, in know-how, 2017, Siron 0n Whatever form and format, 0f or information relating NDA fl 1 t0, plans, designs,. (attached hereto as Exhibit Tesla employees also read and sign the Tesla Code 0f Ethics, Which 18 signed 0n June 7, methods, processes, A and incorporated herein). signed the Tesla Code 0f Ethics on May 25, .. financial information and employees, suppliers, 17 30. 1, NDA was have access by Virtue of and in the course of my employment,” and encompassing, as employees t0 protect Tesla’s confidential 0r proprietary information and 19 Tesla other things, t0 not disclose 16 it all 2017. Tesla employees pledge, 10 which a condition 0f employment, 0r “Non-Disclosure Agreement”). This by Pascale on December Through the As Employee Nondisclosure And Inventions Assignment (referred t0 herein as the electronically signed 28. trade secret, confidential, and proprietary Tesla has put in place a comprehensive set 0f policies and practices that robustly 27. protect is by ensuring 2017. Pascale signed it on its requires trade secrets. Siron May 5, And Wong 2016. 2017. Tesla’s Internet Usage Policy and Technology Systems and Electronic 20 Communications Policy both specifically prohibit the unauthorized “transmitting, copying, 21 downloading, 0r removing” 0f Tesla trade 22 Tesla also reminds employees that they “must not 23 personal email account.” 24 3 1. In addition, Tesla secures secret, proprietary, or its confidential business information. forward work emails outside 0f . .. Tesla 0r to a physical facilities by restricting access t0 authorized 25 personnel, and then monitoring actual access with security guards and cameras. Visitors t0 Tesla’s 26 facilities 27 submit t0 a photograph. Visitors must further be escorted by a Tesla employee must check in with a receptionist 0r security guard, sign a nondisclosure agreement, and 28 5 COMPLAINT at all times. Tesla also protects 32. its confidential, proprietary, and trade secret information with stringent information security policies and and accessible only protected, firewall-protected, network and servers are password— practices. Tesla’s t0 current Tesla employees With proper credentials. In short, Tesla takes extensive measures t0 ensure that 33. its trade secret, confidential, and proprietary information cannot be wrongfully misappropriated by other companies that seek t0 evade the hard work 0f innovation themselves. Who Former Tesla Employees Rivian Hires B. Steal Tesla’s Trade Secret, Proprietary, and Confidential Information and Encourages Their Theft Rivian 34. is knowingly encouraging the misappropriation of Tesla’s trade 10 confidential, and proprietary information 11 week, Tesla has discovered a disturbing pattern 0f employees 12 surreptitiously stealing Tesla trade secret, confidential, 13 that is especially useful for a startup electric vehicle 14 even though Rivian 15 recruiters are 16 17 is Defendant Rivian. Earlier this year, 19 When he was 20 employment 0n June 36. Wong was And Rivian encourages those thefts still fact, 13 Rivian subject to Tesla’s confidentiality obligations. Staff Recruiter until she left t0 Wong t0 join Rivian. work for Who had been her manager She accepted RiVian’s offer 0f 30, 2020. Before Wong left Tesla, templates, structures, formulas, 0r 23 Such information and documents, 24 start—up that 37. company. contacted by Vince Duran at Rivian, recruited 22 25 are departing for Rivian and proprietary information—information Kim Wong worked at Tesla as Duran at Tesla. was who Kim Wong and Duran’s Instructions 18 21 that RiVian hires. In about the past well aware 0f Tesla employees’ confidentiality obligations. In from Tesla, and they themselves are 1. 35. by Tesla employees secret, Duran instructed her that Rivian did not have the recruiting documents that would be neededfor Rivian as ’s recruitment efforts. Wong admitted, would be particularly useful for Rivian as a currently building a sales force. On July 7, 2020, after her conversation With Duran and the same day that Wong 26 received an update on her background check by Rivian, she sent at least sixteen highly confidential 27 and trade secret recruiting documents from Tesla’s network 28 6 COMPLAINT to her Gmail account, including various guides and templates developed by Tesla—the very types ofdocuments that Duran had instructed her that Rivian needed. The information 38. Wong took from Tesla included highly sensitive details regarding Tesla’s high-Volume recruiting process, providing a manufacturing or vehicle service workforce. Interview Process.pptx,” Which included roadmap By way of example, statistics detailed information about Tesla’s hiring process, and building out a large for recruiting these files included: 0n Tesla hiring pipelines “Group for sales positions and which was marked “Proprietary and Confidential Business Information;” and “Interview Training Guide — Final 6.8.pptx,” which contained extensive confidential information about Tesla’s recruiting tactics and strategies, and was also marked 10 “Proprietary and Confidential Business Information.” This information represents years 0f 11 accumulated Tesla confidential know—how. 12 Even more harmful 39. t0 Tesla, Wong took highly sensitive trade secret compensation Rivian—including base pay 13 and bonus information for Tesla 14 bonuses, 15 “Tesla Advisor Overview” document that she took had salary rates, equity grants, bonus 16 fluctuations therein for various positions and performance levels. 17 provide Rivian a huge competitive advantage in 18 employees as Rivian builds out 19 work of developing through 20 new hire 21 fruits 22 compensation its trial its efforts t0 business. This also poach Tesla’s vehicle would allow Rivian that pay sales scales and would and service to unfairly avoid the hard structures. Wong misappropriated represent the structures. On information and belief, Wong will begin work at Rivian consequences for her misappropriation 0f Tesla’s trade 25 information. 26 2. 42. left to Tesla’s and error comparably effective compensation 24 28 Knowing tiers, 0f years 0f efforts by Tesla t0 develop recruiting materials, recruiting processes, and 41. 27 rates, target equity awards, and incentive—based compensation numbers. For example, the The confidential documents and information 40. 23 sales personnel for use at work Tami and has faced no and proprietary Pascale Defendant Tami Pascale worked for Rivian. secret, confidential, shortly On or around June 23, at Tesla as a Senior Manager for Staffing until she 2020, Pascale received and signed an offer 7 COMPLAINT letter from RiVian. The very next day, 0n June 24, 2020, Pascale took at least ten confidential and proprietary documents from Tesla’s network, Which would allow Rivian talent to poach Tesla’s highest-performing and promising employment prospects. The files include 43. trade secret, confidential, Tesla recruiting, including candidate lists, and proprietary information related t0 Tesla recruiting organizational charts, information about Tesla recruiters, companies from Which Tesla sources candidates, and additional Tesla forms and templates. For example, Pascale took Tesla presentation decks with detailed information on Tesla’s candidate pipeline for senior—level operations managers, including a detailed internal write-up 0f an executive level candidate. She also took presentations that identified high-performing Tesla 10 employees, summaries of Tesla candidates and 11 Another presentation 12 summarizing the 13 results map” showing target the best Tesla 15 work and information 0n Tesla’s best recruiters. the best recruiting sources for Tesla, 0f years of trial and error by Tesla to identify and verify these sources. The information taken by Pascale 44. 14 16 set forth a “heat hires, for use at Rivian would allow RiVian to unfairly employees and candidates and would allow Rivian to benefit from Tesla’s hard identifying, for an electric vehicle manufacturer, the best sources for recruiting. Tesla investigators discovered the misappropriation and interviewed Pascale by 45. When pressed, 17 phone 0n July 18 continued her denial, claiming t0 only have taken personal documents. Only after investigators 19 confronted her with specific documents she had taken, Pascale finally confessed t0 taking the 20 confidential and proprietary documents. 21 46. 6, 2020. Pascale falsely denied taking any documents from Tesla. When asked to work With one 22 from her personal cloud-based 23 computer 24 laptop—and her husband 25 at 47. her residence. In is 0f the Tesla investigators to delete Tesla’s documents storage, Pascale declined, claiming she did not fact, as she Tesla later learned, Pascale still have access to a had possession 0f her Tesla an IT professional. After a back and forth, Pascale shared the screen 0f her phone and claimed she had 26 already deleted the documents. Throughout this process, however, Pascale stopped screen sharing 27 several times, preventing Tesla investigators 28 eventually convinced Pascale t0 search for “Tesla.” from seeing What she was doing. Investigators When 8 COMPLAINT she did, numerous files were briefly Visible to Tesla investigators Via the screen share, but Pascale abruptly the remaining files This 48. were personal. She then refused is t0 cooperate ended the session and said all With any deletions. even more concerning because Pascale, contrary t0 Tesla’s demands, has kept her Tesla laptop. Tesla demanded she return her laptop immediately following the interviews, yet as of the filing of this complaint, the laptop still has not been returned. Pascale’s laptop contains a host 0f Tesla trade secret, confidential, and proprietary 49. information. But Tesla cannot secure that information from Pascale and RiVian even now. On information and belief, 50. Pascale currently works for Rivian and has faced n0 consequences for her misappropriation 0f Tesla’s trade 10 secret, confidential, information. 11 Jessica Siron 3. 12 Defendant Jessica Siron worked 5 1. Where she oversaw safety operations. at Tesla as Manager, Environmental Health and On 0r around March 21, 13 Safety, 14 letter 15 access several confidential and proprietary documents from the 16 the Tesla network. Siron then sent the 17 tried to delete 18 and proprietary from Rivian. Just three days later, 2020, Siron signed an offer 0n March 24, 2020, Siron used her Tesla-issued laptop documents EHS t0 her personal to fileshare and other locations on Gmail account and, afterward, them from her desktop computer. 52. These documents consisted of highly sensitive trade secret, confidential, and 19 proprietary engineering information about manufacturing proj ect management, controls 20 specifications for manufacturing equipment, specifications regarding manufacturing robotics, and 21 manufacturing equipment requirements. These documents would be used rarely, 22 a manager 0f Environmental Health and Safety, yet she exported them shortly after accepting her 23 offer at Rivian. 24 53. On the other hand, these documents would be incredibly helpful if at all, by Siron t0 a startup electric 25 vehicle manufacturer such as Rivian and 26 manufacturing operations for building electric vehicles. For example, one 0f the documents, 27 “Procedure Equipment Design,” provides a detailed, step—by-step guidebook for the start-to-finish 28 management 0f the incredibly would provide a playbook complex task of installing and 9 COMPLAINT setting for RiVian t0 set up up manufacturing and as automation processes. The confidential guidebook would provide a huge advantage t0 Rivian as seeks t0 ramp up its it manufacturing capabilities. Another confidential document taken by Siron, Tesla’s “Equipment Mechanical 54. Requirements,” provided detailed manufacturing guidelines developed by Tesla through years of experience. The guidelines include such hard—learned lessons as What types 0f steel and fasteners t0 use for different components, What manufacturing tolerances are optimal, tooling design, and a host of other manufacturing process details. When confronted by Tesla investigators, 55. senior position at Rivian where she would set up their Siron confirmed that she was leaving for a EHS program, but falsely denied taking any 10 confidential or proprietary information from Tesla. Even after investigators showed Siron the 11 documents she had taken, Siron 12 she finally admitted t0 sending only one confidential document t0 herself and claimed n0 knowledge 13 of the still denied taking 0r accessing them. When pressed even further, rest. 14 On information and belief, 56. Siron currently works for Rivian and has faced n0 15 consequences for her misappropriation 0f Tesla’s trade 16 information. 17 57. and proprietary Carrington Bradley 4. 18 secret, confidential, Defendant Carrington Bradley worked at Tesla as Manager for Charging Programs Rivian on March 20, 2020. Mr. Bradley’s role Senior Manager for 19 until 20 Charging Development—presumably to build a charging network for Rivian t0 mimic Tesla’s 21 Supercharger network. 22 he left for 58. T0 at Rivian is help build out Rivian’s charging network, Rivian has heavily recruited Tesla 23 employees With expertise in charging and modeling. But experts in charging and modeling are only 24 part of the 25 and management 0f a charging network. 26 59. team needed to build a charging network, On March 19, 2020, the day before he 27 t0 his personal email address a list 28 Who are experts in the Rivian also needs experts in the deployment left Tesla t0 go to Rivian, Bradley forwarded of a highly curated select group of high-level Tesla employees deployment and management of charging networks—precisely the type 0f 1 0 COMPLAINT team Rivian needs t0 deploy its own charging network. The information would allow Rivian to members 0f that group, which target for recruitment the is responsible for the selection, deployment, and management of Tesla’s global Supercharger network. 60. The list of members 61. recruited Soon is select group. confidential. after Bradley began working for Rivian, members 0f this select group were by RiVian. 62. On information and belief, Bradley currently works consequences for his misappropriation of Tesla’s trade 10 members 0f this Tesla spent considerable time and effort recruiting the at RiVian, secret, confidential, and has faced no and proprietary information. 11 Rivian’s Response to Tesla’s Concerns 5. 12 63. Rivian’s complicity in the misappropriation further On July became evident When Tesla 13 confronted Rivian about 14 information by Pascale, 15 Associate General Counsel, 16 General Counsel, Lynn Miller, Mr. Zahr admitted that in the almost five days since Tesla’s 17 Rivian had only talked with a single employee about the allegations, 18 misappropriated Tesla documents. Nonetheless, Mr. Zahr indicated that Rivian was satisfied With 19 this 20 misappropriation 0f Tesla trade secret information and the history 0f false denials 21 about these takings. 22 it. Wong, and Siron. In a phone Ash Zahr, and Tesla Vice employee based 0n her say-so 64. 10, 2020, Tesla sent a letter to call 0n July RiVian describing the thefts of 15, 2020 between the Rivian President of Legal, A1 that and Deputy who confirmed that that she deleted everything—despite the Mr. Zahr also stated several times Prescott, letter, she had confirmed When questioned he was confident that nothing would be found 23 when Rivian reviewed 24 information—after just the one interview Where the misappropriation was confirmed and Where he, 25 inconsistently, claimed that taking confidential information 26 65. its computer systems, which he described as “primitive,” for Tesla Mr. Zahr’s cavalier attitude about the was common in the industry. misappropriation—even after Tesla raised the 27 alarm—and the 28 regardless of What their employees had done left Tesla no choice but to bring this lawsuit. clear message that Rivian planned t0 advise Tesla that there was n0 problem 1 1 COMPLAINT C. Possible Additional Violations 66. About 70 Tesla employees joined Rivian in the last four months. directly from Tesla, With 22 of those leaving Using recently acquired sophisticated electronic security monitoring tools, Tesla investigators were able to catch four of those employees red-handed. Tesla’s continuing investigation has revealed information secret, confidential, 67. None had any were leaving for Rivian, 11 which would be very useful 68. D. t0 g0 t0 Rivian. much less and did so for Rivian’s use. One 0f the two former employees not to recruiters at Others Tesla employees, in taking Tesla information, 14 likely took trade legitimate reason to export the information out of Tesla, named even took confidential and proprietary Tesla yet 12 two other employees and proprietary information from Tesla as they were leaving 10 13 that at least These likely misappropriations would only be for the purpose of RiVian gaining an unfair advantage. as they showing would also materials that were unrelated to her job, but Rivian as they sought t0 build Rivian’s work force. Who left before the have been able to new security tools 0r Who were stealthier evade the investigators. The Stolen Tesla Documents Were Trade Secret, Confidential, and Proprietary, and Their Misappropriation Has Damaged Tesla 15 16 69. The information misappropriated by Defendants allows Rivian of Tesla’s work in key areas, Without investing the substantial 17 parts 18 Rivian would need to develop these systems 0n 19 make its own. This is to effort, time, copy significant and resources that information that Tesla does not available to competitors 0r to the public. 20 70. 21 exfiltrated 22 information in them could not be readily ascertainable through proper means. That 23 obj ectively the case, but the fact that former employees 0f Tesla took such risks to steal these 24 documents further demonstrates 25 The trade secret, confidential, and proprietary Tesla information specifically by Defendants has independent value from being not generally known and the is not only their value. FIRST CAUSE OF ACTION Violation 0f Uniform Trade Secrets Act (Against 26 71. 27 all Defendants) Tesla incorporates the preceding paragraphs of this Complaint as if fully set forth herein. 28 12 COMPLAINT Tesla’s engineering documents regarding manufacturing project management, 72. manufacturing equipment requirements, and manufacturing specifications constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. Tesla’s salary rates, equity grants, bonus 73. positions and performance levels, base pay rates, target tiers, and fluctuations therein for various bonuses, new hire equity awards, and incentive-based compensation structures and targets also constitute trade secrets as described above and as defined by California’s Uniform Trade Secrets Act. In addition, the Tesla information regarding 74. its recruits, hires, best—performing employees, and best sources 0f recruitment constitute trade secrets as described above and as defined 10 by Uniform Trade Secrets Act. California’s 11 75. Tesla keeps the trade secret information alleged in this Complaint confidential and 12 has undertaken reasonable efforts to maintain the secrecy of the trade secrets at issue, as discussed 13 above. Tesla’s trade secret information described herein derives independent economic value from 14 not being generally 15 disclosure 0r use (such as competitors). 16 17 76. 77. the public or others Such confidential information California Civil 18 known t0 who could obtain economic value from their constitutes trade secrets Within the meaning 0f Code Section 3426.1. Defendant Rivian misappropriated Tesla’s trade secret information at least by 19 acquiring such information improperly through the Individual Defendants in Violation of those 20 individuals’ duties 0f confidentiality t0 Tesla 21 other agreements With Tesla. 22 23 78. and Defendants knew 0r should have in breach 0f their known under the NDAs, Tesla Code 0f Ethics, and circumstances that the information misappropriated was trade secret information. 24 79. 25 secrets 26 result 27 also incurred, Defendants’ misconduct detailed herein constitutes misappropriation of Tesla’s trade and violates Sections 3426 et seq. 0f the California Civil Code. As a direct and proximate of Defendants’ conduct, Tesla has been damaged in amount to be proven and Will continue t0 incur, additional Tesla has damages, costs and expenses, including 28 1 at trial. 3 COMPLAINT attomeys’ fees, as a result 0f Defendants’ misappropriation. As a further proximate result of the misappropriation and use 0f Tesla’s trade secrets, Defendants were unjustly enriched. 80. Pursuant t0 Section 3426.2 of the California Civil Code, Tesla is entitled to an injunction t0 prohibit Defendants from using, disclosing and/or otherwise benefiting from Tesla’s trade secrets; t0 eliminate any commercial advantage that Defendants their misappropriation; and t0 require may otherwise derive from Defendants t0 immediately return t0 Tesla all confidential information, documents, and any other misappropriated materials. 81. its Pursuant t0 Section 3426.3 0f the California Civil Code, Tesla damages incurred by addition t0 disgorgement 0f all amounts 11 payment 0f a reasonable 82. entitled to recover Virtue of Defendants’ wrongful misappropriation 0f their trade secrets, in 10 12 is royalty, in by which Defendants have been unjustly enriched 0r an amount to be proven the at trial. In performing the conduct described herein, Defendants acted willfully and 13 maliciously, intending to injure Tesla and to wrongfully obtain an advantage at Tesla’s expense. 14 Pursuant t0 Section 3426.3 0f the California Civil Code, Tesla 15 under the law t0 compensate Tesla, including but not limited t0 an award 0f exemplary damages 16 against Defendants. 17 18 83. is entitled to all Pursuant t0 Section 3426.4 0f the California Civil Code, Tesla award 0f its attorneys” fees and costs incurred 19 remedies available is also entitled to an in this action. SECOND CAUSE OF ACTION Breach 0f Contract (Against the Individual Defendants) 20 84. Tesla incorporates the preceding paragraphs of this Complaint as if fully set forth 85. In connection with their 21 herein. 22 23 24 25 26 several agreements, including but not limited t0 an 28 at Tesla, the NDA, in the Individual Defendants entered into form of Exhibit A, attached hereto, and the Tesla Code of Ethics. These confidentiality obligations were periodically reinforced by Tesla throughout the Individual Defendants’ employment. 86. 27 employment Tesla performed all its obligations under the NDAs, the Tesla Code 0f Ethics, and other agreements With Tesla that impose duties of confidentiality on Tesla employees. 14 COMPLAINT The Individual Defendants breached 87. Code of Ethics, and their obligations under the NDAs, other agreements with Tesla that impose duties of confidentiality the Tesla 0n Tesla employees by, among other things, exporting Tesla’s confidential and proprietary information t0 personal files and disclosing Tesla’s confidential and proprietary information to Defendant Rivian, a 0f Tesla, Without legal justification or excuse. direct competitor As 88. NDAs, the Tesla be proven a direct and proximate result 0f the Individual Defendants’ breaches of their Code 0f Ethics, and other agreements, Tesla has sustained damages in an amount t0 at trial. THIRD CAUSE OF ACTION Intentional Interference with Contract (Against Rivian) 10 Tesla incorporates and re-alleges the preceding paragraphs 0f this Complaint as if 89. 11 fully set forth herein. 12 Tesla maintained contracts, including 90. NDAs, its With employees requiring the all its 13 employees not t0 use, take, 0r disclose confidential 0r proprietary information Without authorization. 14 91. RiVian knew that the Tesla employees it recruited and hired had entered into binding 15 agreements with Tesla that prohibited the employees from taking, disclosing, 0r using Tesla’s trade 16 secret, confidential, and proprietary information. 17 92. RiVian, 0n information and belief, took various actions to unfairly disrupt the 18 contractual relationships between Tesla and its employees. In particular, on information and belief, 19 Rivian 20 knew that Tesla employees were in possession 0f various confidential and proprietary information, including without limitation engineering documents regarding manufacturing proj ect 21 22 23 24 management, manufacturing equipment requirements, and manufacturing specifications; information regarding Tesla’s salary rates, equity grants, bonus positions and performance levels, base pay tiers, rates, target and fluctuations therein for various bonuses, new hire equity awards, and incentive-based compensation structures and targets; and information regarding Tesla recruits, hires, 25 26 best-performing employees, and best recruiting sources. 93. 27 28 RiVian aided, assisted, and/or encouraged Tesla’s former employees t0 use, take, or disclose Tesla’s confidential and proprietary information—all for Rivian’s advantage. Rivian aided, 1 5 COMPLAINT assisted, encouraged, and/or participated in this conduct, with the goal of acquiring Tesla’s confidential 0r proprietary information t0 shortcut the hard work of building an innovative company. In doing so, Rivian was able to acquire valuable RiVian set up electric vehicle manufacturing the automotive space. and confidential Tesla business information facilities On information and belief, and recruit and hire highly skilled t0 help workers in Rivian has misappropriated additional valuable trade secret, confidential, and proprietary Tesla business information on other topics as well that may enable RiVian to more easily set up a competing electric automotive business. To 94. acquire this information from Tesla, Rivian intentionally induced and encouraged Tesla employees—including without limitation the Individual Defendants—to breach their contracts 10 11 with Tesla. Rivian’s actions caused the Individual Defendants t0 breach their 95. 12 obligations t0 Tesla. Because 0f Defendants’ conduct, Tesla has suffered 13 t0 suffer further 14 damages cannot presently be ascertained with precision. 15 damages that it damages and Will continue would not have suffered absent Defendants’ misconduct. Such The aforementioned conduct has been 96. NDAs and other despicable, wanton, oppressive, willful, 16 malicious, duplicitous, and performed With conscious disregard of Tesla’s rights and intending t0 17 injure Tesla and cause it harm. Tesla thus requests an award 0f punitive and exemplary damages. PRAYER FOR RELIEF 18 19 20 21 WHEREFORE, Tesla respectfully prays for judgment against Defendants, and each of them, as follows: 1. That the Court issue a preliminary and permanent injunction ordering the return of 22 Tesla’s confidential, proprietary, and trade secret information, requiring removal and/or 23 destruction of any and 24 information in the possession, custody 0r control of Defendants, and enjoining 25 Defendants, their successors, officers, agents, and employees, and anyone acting in 26 concert With 0r at their behest, from further breaching their agreements with Tesla and/or 27 further accessing 0r using this information in 28 misappropriation 0f Tesla’s confidential, proprietary, and trade secret information. all 0f Tesla’s confidential, proprietary, and trade secret 1 any way and from any further 6 COMPLAINT and consequential damages according 2. That Tesla be awarded 3. That Tesla be awarded prejudgment interest to the its actual t0 fullest extent available proof at trial; under applicable law; .p 4. That Tesla be awarded Defendants’ unjust enrichment and restitution to the fullest extent available under applicable law; 5. That Tesla be awarded reasonable royalties to the 6. That Tesla be awarded punitive, enhanced, and/or exemplary damages, including but not limited t0 doubled 10 7. That Tesla be awarded reasonable attorneys’ fees and costs to the 8. to filllest extent available w well as an accounting to the fullest extent available under applicable law; and 9. That Tesla be granted such other and further relief as the Court deems just and proper. 17 Tesla hereby demand trial by jury 0f all claims and issues presented in this complaint. 19 Dated: July 17, 2020 CHARIS LEX P.C. 20 21 22 Sean P. Gates 23 Attorneys for Defendants 24 Code Section 3426, That Tesla be awarded such other injunctive and provisional remedies, as appropriate, as 16 18 Cal. CiV. under applicable law; 14 15 damages and unjust enrichment under the fullest extent available under applicable law; 12 13 under applicable law; \OOOQQUI 11 fullest extent available Tesla, Inc. 25 26 27 28 1 7 COMPLAINT Exhibit A EMPLOYEE NONDISCLOSURE AND INVENTIONS ASSIGNMENT AGREEMENT TESLA, INC. under judicial hereafter paid to me, I agree as follows: strictest times employment and thereafter, I will hold in confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, may be required in connection with use 0r publication my work for the Company Company, such mean “Proprietary Information” shall information, whatever form and format, t0 which I have access by Virtue 0f and in the course 0f my employment by the Proprietary technical Information trade data, includes secrets, without know-how, research and development, products, features, concepts, plans, ideas, discoveries, data, The term “Inventions” concept, idea, invention, discovery, development, research, technology, work of authorship, trade secret, designs, circuit, firmware, content, audiovisual know-how, data, plan, software, specification, apparatus, mask work, layout, design, prototype, algorithm, program, code, documentation, 0r other material 0r information, tangible 0r Whether 0r not intangible, copyrighted, (including trademarked, all versions, it may be patented, otherwise 0r modifications, protected enhancements, improvements, and derivative works thereof). writing. in all in limitation denominated 0r 0r unless an officer 0f the authorizes expressly Company. Inventions. 2.3 mean any shall device, all my during is material, tool, process, technique, PROPRIETARY INFORMATION. At 1. law 0f any country 0r generally referred t0 as a “moral right.” consideration of my employment or continued employment by TESLA, INC. (collectively With its divisions, subsidiaries and affiliates, the “Company”) now and statutory regardless 0f Whether 0r not such right In and the compensation or subdivision thereof in the world, 0r under any treaty, formulas, methods, processes, improvements, source and object codes, lists 0f 0r information relating t0, programs, financial and customers, suppliers, employees, information and other business information, Inventions, and works 0f authorship. Notwithstanding the foregoing, Proprietary Information excludes any information that is becomes part of the public domain. I agree any dispute related to this Agreement, I Will bear the burden of proving by clear and convincing evidence the applicability of this exclusion. This Agreement is intended t0 supplement, and not to supersede, any rights the Company may have in law 0r equity With respect to the protection 0f trade secrets 0r confidential 0r 0r lawfully that, in Prior Inventions. 2.4 Exhibit A, this have I 0n set forth PRIOR INVENTIONS DISCLOSURE, Agreement a complete 0f list all to inventions that I have, alone 0r jointly With others, conceived, developed, or reduced t0 practice prior to the employment with the Company, commencement 0f my that I consider to be property 0r the property 0f third parties and that I my Wish t0 scope 0f this Agreement (collectively referred to as “Prior Inventions”). If no have from the excluded such disclosure is Prior Inventions. attached, If, with the Company, Company I I represent that there are no in the course 0f my employment incorporate a Prior Invention into a product, process, 0r machine, the Company is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights t0 sublicense through multiple tiers 0f sublicensees) t0 make, have made, modify, use, copy, distribute, and sell Invention. Notwithstanding the foregoing, will not incorporate, 0r permit t0 I such Prior agree that I be incorporated, Prior any Company Inventions without the Inventions in Company’s prior written consent. proprietary information. 2. Labor Code Section 2870 Notice. I 2.5 have been notified and understand that the provisions of Section 2.6 0f this Agreement do not apply t0 any ASSIGNMENT OF INVENTIONS. 2.1 Proprietary “Proprietary Rights” shall copyright, Rights. mean mask work, and all The term trade secret, patent, other intellectual property rights throughout the world, including of or applications to register such Company Inventions, 0r rights. t0 Invention (defined below) that qualifies fully as a nonassignable invention under the provisions 0f Section 2870 of the California Labor Code, Which states: any registrations 2.2 Moral Rights. The term “Moral Rights” shall mean any rights t0 claim authorship of or credit 0n any Company Inventions (defined below), t0 object t0 0r prevent the modification or destruction 0f any Company withdraw from circulation 0r control the publication or distribution 0f any Company Inventions, and any similar right, existing ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, 0R OFFER T0 ASSIGN, ANY 0F HIS 0R HER AN INVENTION T0 HIS 0R HER EMPLOYER SHALL NOT APPLY T0 AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY 0N HIS 0R HER OWN TIME WITHOUT USING THE RIGHTS IN EMPLOYER ’S EQ UIPMENT, SUPPLIES, FA CILITIES, TRADE SECRET OR INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (I) RELATE AT THE TIME 0F CONCEPTION OR REDUCTION T0 PRACTICE 0F THE INVENTION T0 THE EMPLOYER’S 0R ACTUAL 0R DEBUSINESS, MONSTRABL Y ANTICIPA TED RESEAR CH DE VEL 0PMENT THE 0R 0F EMPLOYER; 0R (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER. T0 THE EXTENT A PROVISION IN AN EMPLOYMENT AGREEMENT PURPORTS T0 REQUIRE AN EMPLOYEE T0 ASSIGN AN INVENTION OTHER WISE EXCL UDED FROM BEING REQUIRED T0 BE ASSIGNED UNDER CALIFORNIA LABOR CODE SECTION THE 2870(a), PROVISION IS AGAINST THE PUBLIC POLICY 0F THIS STATE AND IS UNENFOR CEABLE. Works 2.6 for Hire; Assignment work performed by me during employment with the Company, 0r any Proprietary Information t0 which I had access during 0r as a result of my employment with the Company. In addition, I acknowledge and agree that all patent applications for such Inventions that are filed by me 0r 0n my behalf, whether during my employment 0r after termination 0f my employment, are subject to this Agreement and belong t0 the Company. At the time 0f each such from, 0r as a result 0f the my disclosure, will provide t0 the equipment, supplies, facilities, work performed by me for the trade secrets, t0 0r business, actual in writing all evidence my term 0f employment, the Company may, with 0r Without prior notice to me, notify third parties 0f my agreements and obligations under this Agreement. Assistance. 2.9 proper way and I agree t0 assist in every to execute those documents and t0 take such acts as are reasonably requested by the Company to obtain, sustain, and from time t0 time enforce patents, 0f 0r Company, (ii) result from Company, or (iii) relate at Company’s the Company Notice to Third Parties. During and 2.8 after the the time 0f conception 0r reduction t0 practice 0f the invention of any in writing necessary t0 substantiate that belief. I Proprietary Information 0f the Company believe fully qualify for protection I under Section 2870 0f the California Labor Code and acknowledge and agree that all original works 0f authorship Which are made by me (solely or jointly with others) Within the scope of my employment and which are protectable by copyright are “works for hire” under the U.S. Copyright Act and that the Company Will be considered the author and owner 0f such works. I further agree t0 assign, and d0 hereby assign, t0 the Company all my right, title and interest in and t0 any and all Inventions that (i) are developed using Inventions. will advise the I Inventions that 0r copyrights, and other rights and protections relating to Company Inventions in the United States or any other country. hereby irrevocably designate and appoint the I Company Secretary of the my as attorney-in-fact, which appointment is coupled With an interest, t0 act for and in my behalf t0 execute, verify, and file any such documents and d0 t0 other lawfully permitted acts t0 all same further the purposes 0f this paragraph With the and effect as if executed by me. My obligations under this paragraph Will continue beyond the termination of my employment with the Company for any reason, provided that the Company will compensate me at a reasonable rate after such legal force termination for time 0r expenses actually spent by the Company’s request 011 me at such assistance. demonstrably anticipated research and development 0f the Company (the “Company Inventions”). agree t0 I and do hereby irrevocably transfer and assign, the Company all Proprietary Rights and Moral Rights assign, 0r With respect t0 any Company Inventions. I RECORDS. 3. I agree to made by me during the period 0f my employment at the Company, Which records shall be available t0 and remain the sole property of the Company at all times. I Company Keep Informed. During the period 0f my employment and for twelve (12) months after the termination 0f my employment with the Company, I will promptly and fully disclose in writing to the Company authored, conceived, 0r reduced to practice all Inventions by me, maintain in forever either alone or jointly with others, in connection With, derived all Inventions will promptly disclose all such Inventions in writing t0 the Company and t0 the extent the Will supplement Company, 4. I any such disclosures I have any disclose an Invention to the Company may doubt as to whether or not to Obligation and adequate and current written records 0f waive and agree never t0 assert any and all Moral Rights I may have in 0r With respect to any Company Inventions, even after termination 0f my work on behalf 0f the Company. 2.7 keep t0 t0 will disclose request. If it. RETURN 0F COMPANY RECORDS. Upon the termination of my employment for any reason, 0r at such earlier time as the immediately return copies of all Company may Company t0 the request, all I originals shall and hard copy and electronic documents, files and other property 0f the Company in my possession 0r control 0r t0 which I may have access, including all records referred t0 in Section 3 above, regardless 0f the storage medium (e.g., internal 0r external hard drives, solid-state drives, USB flash drives, flash memory cards, and cloud storage). NON-SOLICITATION. 9. During and 9.1 employment with that OBLIGATIONS. I represent performance 0f this Agreement and as an my employee 0f the Company does not and will not breach any agreement t0 keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. Without limiting the foregoing, I agree that during my employment by the Company I will not improperly use or disclose any confidential information 0r trade secrets 0f any former employer 0r any other person to Whom I have an obligation of confidentiality; premises of the Company any unpublished documents any property belonging person other Will not bring onto the I to whom to 0r 0f the suppliers Company former employer or person; performance of my and duties only information known and used by persons with generally comparable experience knowledge use Will I my t0 own, in the Which is and training is common in the industry or otherwise in the public Company’s 9.2 I acknowledge and money to LEGAL AND acknowledge and agree by me may that the cause the Company REMEDIES. I Agreement Company irreparable harm and 0f therefore shall have the right enforce this Agreement and any 0f injunction, specific performance, this 0r its t0 provisions by other equitable Company’s and employees 9.2.1 my employment and others, solicit contact or 0f Whom months my own another assist (or employment or for Company employee I have their in thereafter, I account or for for soliciting) the performance 0f services any 0r contractor with whom I had became aware during the period 0f employment. Nor will I, for my account or for I others, in any way induce or attempt to induce any such employment by 0r Company. individual t0 terminate his 0r her During 9.2.2 and the after termination 0f my employment with the not directly 0r indirectly hire 0r Company, I will otherwise take away any 0f the Company’s employees (as an employee or an independent contractor) if, in so doing, I use 0r disclose any 0f the Company’s trade related to current projects Company’s employees Company and secrets, including without names and addresses 0f experience, at the and contractors, will not directly or indirectly, for information hereunder shall be given to the appropriate party I agree that during the term of I breach 0f this Agreement. NOTICES. Any notices required or permitted employees. its employment for twelve (12) limitation the non-public 7. my respective talents and areas of expertise. without bond and Without prejudice t0 any other rights and remedies that the Company may have for a relief, has obtained 0r Will obtain valuable information about the EQUITABLE that Violation Company that the and retain recruit recognize that in the course of performance 0f services for the 6. their invested, and Will continue to invest, significant time in conflict herewith. is I trade secrets, including confidential information related t0 them, including buying and selling habits and special needs. my Company. 0r use 0r I 0f the Company’s customers and suppliers and/or other otherwise provided or developed by the have not entered into and Will not enter into any agreement 0r understanding, either written or oral, domain, 0r away customers so doing, in if, of my Will not directly 0r without limitation the non-public names and addresses any former employer or any I have an obligation of confidentiality unless consented to in writing by that I indirectly solicit 0r otherwise take disclose any 0f the N0 CONFLICTING 5. after the termination Company, the and/or them, specialized other including or their assignments experience the confidential in skills, for the Company technology and Inventions. address specified below or at such other address as the party shall specify in writing. deemed given upon personal address (3) 0r, if sent Such notice shall be delivery to the appropriate by certified or registered mail, three 10. notice 18 U.S.C. § 1833 NOTICE. I have been given the immunity provided by 18 U.S.C. of § 1833(b)(1), which provides: days after the date of mailing. IMMUNITY. 8. EMPLOYMENT. I understand and agree that nothing in this Agreement shall confer any right with respect t0 continuation 0f employment, nor shall it interfere in any way with right to terminate without cause. my my right 0r the employment at Company’s any time, With or An individual shall not be held under any liable civilly Federal 0r State trade secret law for the criminally 0r ofa trade secret that (A) is madeconfidence t0 a Federal, State, 0r local government oficial, either directly 0r indirectly, 0r t0 an attorney; and (ii) solely disclosure (z') in 0r contemporaneous discussions 0r agreements between for the purpose ofreporting 0r investigating a suspected violation oflaw; 0r (B) is made in a complaint 0r other document filed in a lawsuit 0r other proceeding, ifsuch filing N0 modification 0f 0r Agreement, nor any waiver 0f any rights under this Agreement, Will be effective unless in writing and signed by the party t0 be charged. us regarding such subject matter. amendment is made under seal. GENERAL PROVISIONS. 1 1. 11.6 my This Agreement Will be governed by to the laws 0f the State of 11.1 and construed according as California, entered such laws and into to are be applied t0 performed California between California residents. agreements shall with the Company. agree t0 submit Dated: Counties, California. (Signature) 11.2 If be any provision 0f this Agreement is broad as t0 duration, excessively geographical scope, activity or subject, such provision shall it to (Printed Name) be construed or reformed by limiting and reducing the extent required to render it enforceable under applicable law. If any provision of this Agreement is found to be invalid, illegal 0r unenforceable and cannot be construed so as to render it enforceable, such invalidity, illegality or unenforceability shall not affect any other provision 0f this Agreement, and this Agreement shall be construed as if such invalid, illegal 0r unenforceable provision had never been contained herein. Nothing in this Agreement is intended t0 restrict, 0r shall be interpreted as restricting, in activity protected by Section 7 0f my right t0 engage the National Labor Relations Act 0r any other applicable state 0r federal law. The provisions 0f this Agreement shall my employment and the assignment of this Agreement by the Company t0 any successor in interest or other assignee. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and Will be for the benefit 0f the Company, its successors, and its assigns. The 11.3 survive the termination of Company may under this assign any 0f rights or obligations its Agreement N0 waiver by the Company of any shall be a waiver of any preceding or succeeding breach. No waiver by the 11.4 breach of this Agreement Company 0f any right under this construed as a waiver of any other Agreement shall be right. 11.5 This Agreement is the final, complete and exclusive agreement 0f the parties With respect to the subject matter hereof and supersedes and merges all prior Agreement. This Agreement be effective as of the first day 0f and that exclusive jurisdiction over and venue for any action or proceeding arising out 0f 0r relating t0 this Agreement shall lie, in the state and federal courts located in Santa Clara 0r San Francisco to subsequent change or changes in compensation Will not affect the validity or scope 0f this Within entirely I Any duties, salary or to the jurisdiction of, found t0 this (Address) my employment Exhibit TO: A Tesla, Inc. FROM: DATE: SUBJECT: Prior Invention Except as listed in Section 2 below, the following is a complete list of all inventions 0r 1. improvements that have been made 0r conceived 0r first reduced t0 practice by me alone 0r jointly with others prior to my engagement by the Company: D 2. Due Additional sheets attached. to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above With respect t0 inventions or improvements generally listed below, the proprietary rights and duty 0f confidentiality with respect to which I owe to the following party(ies): Invention 0r Improvement D *** Party(ies) Relationship Additional sheets attached. WARNING - anything in sections any inventions. you sign (0r eSign) this document and d0 n_0t fill in 1 0r 2 on Exhibit A, we assume that you d0 not have If