QuantumScape Vs Fisker Inc. Cited Filings

E-FILED
4/12/2019 9:00 AM
1 Ronald S. Lemieux (State Bar No. 120822) Clerk of Court
ronald.lemieux@squirepb.com Superior Court of CA,
2 David S. Elkins (State Bar No. 148077) County of Santa Clara
david.elkins@squirepb.com 19CV345966
3 SQUIRE PATTON BOGGS (US) LLP
1801 Page Mill Road, Suite 110 Reviewed By: Patricia Hernandez
4 Palo Alto, California 94304
Telephone: +1 650 856 6500
5 Facsimile: +1 650 843 8777
6 Joseph A. Meckes (State Bar No. 190279)

joseph.meckes@squirepb.com
7 Joseph P. Grasser (State Bar No. 255156)
joseph.grasser@squirepb.com
275 Battery Street, Suite 2600
9 San Francisco, California 94111
Telephone: +1 415 954 0200
10 Facsimile: +1 415 393 9887
SQUIRE PATTON BOGGS (US) LLP
11 Attorneys for Plaintiff

QUANTUMSCAPE CORPORATION
1801 Page Mill Road, Suite 110
12
Palo Alto, California 94304
13 SUPERIOR COURT OF THE STATE OF CALIFORNIA
14 FOR THE COUNTY OF SANTA CLARA
15
16 QUANTUMSCAPE CORPORATION, a Case No. 19CV345966

Delaware company,
17 COMPLAINT FOR TRADE SECRET
Plaintiff, THEFT AND INTENTIONAL
18 INTERFERENCE WITH CONTRACTUAL
v.
RELATIONS
19
FISKER INC., a Delaware company,
20 DONG HEE “ANNA” CHOI, an individual JURY TRIAL DEMANDED
resident of California, and DOES 1-10,
21 inclusive,
22 Defendants.
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QUANTUMSCAPE CORPORATION’S COMPLAINT
1 Plaintiff QUANTUMSCAPE CORPORATION (“QuantumScape”) complains against
2 defendants FISKER INC. (“Fisker”), DONG HEE “ANNA” CHOI (“Choi”), and DOES 1
3 through 10, inclusive (collectively “Defendants”), as follows:
4 OVERVIEW
5 1. In concert with ex-QuantumScape employee Choi, Fisker willfully and
6 maliciously misappropriated QuantumScape’s trade secrets. Defendants are acting in concert to
7 use the stolen trade secrets to compete against QuantumScape in developing solid-state lithium
8 batteries used to power electric vehicles. Defendants’ actions violate California’s Uniform Trade
9 Secrets Act (Civ. Code §3426, et seq.). By inducing Choi to violate the provisions of her
10 confidentiality agreement with QuantumScape, Fisker has also intentionally interfered with the
11 contractual relations between Choi and QuantumScape and continues to do so. Defendants’
12 illegal and unscrupulous conduct must be immediately restrained and enjoined by this Court to
13 curtail the irreparable harm that they are causing QuantumScape.
14 PARTIES
15 2. QuantumScape is a Delaware company with a principal place of business located
16 at 1730 Technology Drive, San Jose, California. QuantumScape is an innovation company that
17 has developed groundbreaking technology for the manufacture of solid-state lithium ion batteries
18 for powering electric vehicles that are more powerful, efficient and safe than existing lithium ion
19 batteries.
20 3. Fisker is a Delaware company with its principal place of business at
21 1580 Francisco Street, Suite B, Torrance, California. According to its public statements, Fisker is
22 developing solid-state batteries that would compete with those developed by QuantumScape.
23 4. Choi is an individual resident of California, a former QuantumScape employee,
24 and currently an employee of Fisker in Torrance. QuantumScape is informed and believes and
25 therefore alleges that Choi now resides on Crenshaw Blvd. in Torrance, California.
26 5. Defendants DOES 1 through 10, inclusive, are sued pursuant to the provisions of
27 Code of Civil Procedure section 474. QuantumScape does not know the true names and
28 capacities of DOES 1 through 10, and will seek to amend this Complaint to set forth their true
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1 names and capacities when ascertained. QuantumScape is informed and believes, and on that
2 basis alleges, that each of these fictitiously-named defendants is responsible in some manner for
3 the occurrences alleged below, and that they proximately caused the damages alleged here.
4 JURISDICTION AND VENUE
5 6. The Court has jurisdiction over this action because this is a civil action seeking
6 injunctive relief under the laws of the State of California between two companies based here.
7 7. Venue is proper in this Court because (a) the trade secret theft central to
8 QuantumScape’s allegations and claims occurred in Santa Clara County, and (b) Fisker’s tortious
9 acts have been aimed at and harmed QuantumScape in this county.

10 FACTUAL ALLEGATIONS
11 QuantumScape Develops Trade Secret-Protected Processes for

Making Next-Generation Solid-State Lithium Ion Batteries
12
13 8. Since its founding in 2010, QuantumScape has made extraordinary advances in the
14 development of solid-state lithium ion batteries. Traditional lithium ion batteries use highly
15 flammable liquid electrolytes to separate the battery’s lithium electrodes. QuantumScape’s next-
16 generation, solid-state battery technology foregoes liquid electrolytes in favor of a proprietary
17 solid-state electrolyte. The resulting QuantumScape design results in a higher capacity battery
18 within a smaller form factor, and one that is far more stable, safe and efficient compared to the
19 lithium ion batteries currently available.
20 9. QuantumScape’s revolutionary technology is safer than lithium ion batteries now
21 available because of its solid-state electrolyte. Lithium is one of the most reactive elements on
22 the periodic table. Reported explosions and fires resulting from collisions involving electric
23 vehicles and in airplane cargo holds generally are thought to occur because of reactions between
24 the lithium and liquid electrolytic compounds in the lithium ion batteries of today.
25 10. Through years of painstaking research and large financial investments,
26 QuantumScape has developed unique methods to create thin, solid-state ceramic electrolytes from
27 proprietary compounds. Protected both through patents and as trade secrets, QuantumScape’s
28 proprietary ceramic electrolyte and manufacturing process has unique characteristics that permit
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1 lithium ions to pass from the anode to the cathode side of the battery as efficiently as liquid
2 electrolytes, while eliminating or greatly reducing the risk of fire or explosion. QuantumScape
3 has invested vast human and financial resources developing this technology which holds great
4 promise for electric vehicles of the future.
5 11. The materials and methods used for fabricating QuantumScape’s solid-state
6 batteries are maintained as the company’s trade secrets. These trade secrets include not only the
7 chemical composition and methods of manufacturing the batteries themselves, but also the
8 chemical composition and physical characteristics of the components necessary to manufacture
9 the batteries and the chemical compounds used during that process.
10 12. QuantumScape’s dramatic innovations in solid-state lithium technology have
11 generated hundreds of millions in investments. In mid-2018, QuantumScape received a

12 $100,000,000 investment from Volkswagen AG. QuantumScape and Volkswagen have also
13 created a joint venture to establish mass production of solid-state lithium batteries for electric
14 vehicles.
15 Anna Choi Misappropriates Confidential Technical Documents

From QuantumScape Before Resigning In December 2018
16
17 13. From December 5, 2012 through December 21, 2018, Choi was employed by
18 QuantumScape as a member of the research team working on solid-state electrolyte technology.
19 14. As a condition of her employment, Choi signed QuantumScape’s standard non-
20 disclosure agreement, (“Choi’s Confidentiality Agreement”), a true and correct copy of which is
21 attached as Exhibit A. Choi’s Confidentiality Agreement provides in pertinent part that
22 during and after my employment with the Company, I will hold in the
strictest confidence, and will not use (except for the benefit of the
23 Company during my employment) or disclose to any person, firm, or
corporation (without written authorization of the President or the Board
24 of Directors of the Company) any Company Confidential Information.
25 I understand that “Company Confidential Information” means any non-

public information that relates to the actual or anticipated business,
26 research or development of the Company, or to the Company’s
technical data, trade secrets, or know-how, including, but not limited
27 to, research, product plans, or other information regarding the
Company’s products or services and markets therefor, customer lists
28 and customers (including, but not limited to, customers of the
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1 Company on which I called or with which I may become acquainted
during the term of my employment), software, developments,
2 inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances,
3 and other business information; provided, however, Company
Confidential Information does not include any of the foregoing items
4 to the extent the same have become publicly known and made generally
available through no wrongful act of mine or of others.
5
6 15. At QuantumScape, Choi was deeply involved in developing the solid-state battery
7 technology – whether patented or protected as trade secrets – that is the subject of this action.
8 She was and is aware of the vast resources in terms of time, personnel and money that
9 QuantumScape expended to develop its solid-battery technology and the significant advances in
10 the art this technology represents.
16. Choi was a trusted member of QuantumScape’s research team. She had
11
12 controlled, password-protected access to the highly confidential and proprietary technical

13 information and data necessary to develop and manufacture QuantumScape’s proprietary
14 technology.
15 17. Choi tendered her resignation from QuantumScape on or about December 17,
16 2018. QuantumScape is informed and believes and therefore alleges that Choi had obtained
17 employment with Fisker before resigning from QuantumScape.
18 18. On December 21, 2018, in connection with the termination of her QuantumScape
19 employment, Choi signed a “Termination Certification,” certifying that
20 I do not have in my possession, nor have I failed to return, any

devices, records, data, notes, reports, proposals, lists,
21 correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, any other documents or property, or
22 reproductions of any and all aforementioned items belonging to
QuantumScape, its subsidiaries, affiliates, successors or assigns
23 (together, the “Company”).
24 Choi further certified her understanding that she was obligated to
25 preserve as confidential all Company Confidential Information and

Associated Third Party Confidential Information, including trade
26 secrets, confidential knowledge, data, or other proprietary
information relating to products, processes, know-how, designs,
27 formulas, developmental or experimental work, computer
programs, databases, other original works of authorship, customer
28 lists, business plans, financial information, or other subject matter
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1 pertaining to any business of the Company or any of its employees,
clients, consultants, or licensees.
2
3 19. During her exit interview on December 21, 2018, Choi reported that she intended
4 to take a position as a Battery Technology Scientist, Material Scientist or Process Engineer, but
5 she refused to identify her new employer.
6 20. Choi lied. Contrary to the promises made in her confidentiality agreement with
7 QuantumScape and in the Termination Certification she signed, Choi was working in concert
8 with Fisker to steal QuantumScape’s sensitive trade secrets and use them for Fisker’s benefit.
9 21. On December 11 and 12, 2018 – while still working for QuantumScape – Choi
10 emailed highly confidential QuantumScape materials to her personal Yahoo email account. The
11 materials included closely guarded trade secret information, such as equipment settings used in
12 manufacturing the solid-state components, specific chemical specifications and supplier

13 information, and an unpublished, confidential provisional patent application. Choi had no

14 legitimate business reason for emailing herself these highly confidential materials.
15 22. Choi used accumulated personal time off time to take off a vacation day on Friday,
16 December 14, 2018. At about 8:50 a.m. that day, Choi used her external QuantumScape log-in
17 credentials and password to access QuantumScape’s secure intranet. She did so from an internet
18 protocol address (“IP address”) publicly associated with Fisker. From 8:50 a.m. to 3:38 p.m. that
19 day, Choi repeatedly accessed QuantumScape’s confidential SharePoint document site from
20 Fisker’s IP address. From that repository Choi reviewed and downloaded several dozen highly
21 confidential technical documents to which she had been granted restricted access for purposes of
22 her work for QuantumScape. Choi had no legitimate business reason to access QuantumScape’s
23 secure intranet system or download documents that day, let alone via an IP address associated
24 with Fisker. Moreover, given her work assignments as of December 2018, she had no legitimate
25 business reason to access any of the files she reviewed and/or downloaded from QuantumScape’s
26 confidential SharePoint site on December 14, 2018, or any time after.
27
28
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1 23. QuantumScape is informed and believes and on that basis alleges that on Friday,
2 December 14, 2018, Choi
3 o visited Fisker’s Torrance, California headquarters,
4 o accessed QuantumScape’s secure intranet system,
5 o in turn accessed QuantumScape’s confidential SharePoint site,
6 o reviewed and downloaded many highly confidential technical documents that
7 comprise, disclose or otherwise reflect containing QuantumScape’s trade secrets,
8 and
9 o shared the QuantumScape materials with Fisker personnel.

10 Defendants have since acted in concert to use QuantumScape’s trade secrets to Fisker’s advantage
11 and QuantumScape’s detriment.

12 24. QuantumScape is further informed and believes and on that basis alleges that
13 Fisker personnel knew or should have known that Choi was misappropriating QuantumScape’s
14 proprietary trade secret materials, and that Fisker personnel facilitated the misappropriation by
15 giving Choi the means to accomplish her scheme.
16 25. On the evening of Saturday, December 15, 2018, while still employed by
17 QuantumScape, and in furtherance of her scheme with Fisker to misappropriate QuantumScape’s
18 trade secrets, Choi used her external log-in credentials and password to access QuantumScape’s
19 secure intranet from an external IP address. She downloaded more highly confidential technical
20 documents and specifications. Again, Choi had no legitimate business reason to access and
21 download these materials.
22 26. From Monday, December 17 through Friday, December 21, 2018, also in
23 furtherance of her scheme with Fisker to misappropriate QuantumScape’s trade secrets, Choi
24 continued accessing or trying to access the company’s highly confidential technical documents
25 and specifications for which she had no legitimate business purpose. For example, company
26 access logs show that on December 17 and 18, 2018, Choi attempted to access secure intranet
27 team sites devoted to technical areas with which she had no involvement and had no legitimate
28 business reason to access.
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1 27. On December 17-19, 2018, Choi tried to cover her tracks by deleting certain email
2 records from her QuantumScape email account. In an obvious attempt to ensure that she removed
3 emails from QuantumScape’s email backup files and her “deleted items” folder, Choi “hard
4 deleted” certain emails (pressing a combination of the Shift+Delete keys at the same time and
5 confirming in a pop-up warning dialogue box that she wished to permanently delete the selected
6 emails). Choi had no legitimate business reason to “hard delete” any emails from her company
7 email account.
8 QuantumScape Discovers Fisker’s Theft and Use of Stolen QuantumScape Trade Secrets
9 28. On March 19, 2019, a third party supplier (“Supplier”) notified QuantumScape
10 that another company was seeking to purchase a certain chemical compound. The request made
11 Supplier suspicious because the other company’s request specified the very same confidential
12 product and lot numbers used only in connection with QuantumScape’s specialized, proprietary
13 chemical compound. Only a few individuals at QuantumScape knew Supplier’s unique product
14 and lot numbers for the proprietary chemical compound. Choi was one of them.
15 29. On April 3, 2019, Supplier told QuantumScape that it had again been contacted by
16 the company seeking to purchase QuantumScape’s proprietary chemical compound. According
17 to Supplier, the individual requesting the chemical compound had also referred to certain
18 specifications of the chemical compound, including, among others, QuantumScape’s unique
19 particle size. The specifications used by the requesting individual are unique to QuantumScape
20 and closely guarded trade secrets, known only to a few individuals at QuantumScape, Choi
21 included.
22 30. QuantumScape is informed and believes and on that basis alleges that Fisker is the
23 company seeking to purchase QuantumScape’s unique chemical compound from Supplier.
24 31. QuantumScape is further informed and believes and on that basis alleges that by
25 virtue of its employment of Choi and her illegal cooperation, Fisker now has access to at least
26 QuantumScape’s proprietary and confidential product information, specifications, formulations
27 and methods referred to above. QuantumScape is further informed and believes and therefore
28 alleges that Fisker is actively using QuantumScape’s proprietary and confidential information to
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1 compete with QuantumScape, such as by seeking to purchase materials and components unique to
2 QuantumScape, in its efforts to do so.
3 FIRST CLAIM FOR RELIEF – TRADE SECRET THEFT

(CAL. CIV. CODE § 3426, ET SEQ.)
4 – Against All Defendants –
5 32. QuantumScape realleges and incorporates by reference the allegations of
6 paragraphs 1-30 as though fully set forth here.
7 33. In consideration for the confidentiality agreement entered into with Choi at the
8 commencement of her employment, QuantumScape provided her with access to its trade secrets
9 as that term is defined under California Civil Code section 3426.1(d), including but not limited to
10 its proprietary methods of manufacturing solid state lithium ion batteries, the chemical
11 composition of the materials used in that process, the methods and formulations used to make the
12 components used in the manufacturing of solid-state lithium ion battery products, and related
13 confidential technical and business information (QuantumScape’s “Trade Secrets”).
14 34. QuantumScape developed its Trade Secrets for its sole use and benefit.
15 35. QuantumScape’s Trade Secrets derive independent economic value, actual or
16 potential, from not being general known to, and not being readily ascertainable by proper means
17 by, other persons who can obtain economic value from their disclosure and use. Competitors like
18 Fisker would obtain an unfair competitive advantage by obtaining QuantumScape’s Trade
19 Secrets. For example, any competitor obtaining QuantumScape’s Trade Secrets without
20 authorization would gain the benefit of hundreds of thousands of hours of research and
21 development for which QuantumScape paid almost $200 million dollars – without having to
22 undertake the same research and development efforts.
23 36. QuantumScape has taken reasonable steps to protect its Trade Secrets against
24 disclosure. Among other things, QuantumScape:
25 o uses magnetic access badges to control access to its building and laboratory;
26 o requires that visitors read and sign a non-disclosure agreement before coming on-site;
27 o requires that all employees and/or suppliers execute non-disclosure agreements before
28 obtaining access to any Trade Secrets;
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1 o ensures that materials relating to its Trade Secrets are housed in a secure networking
2 environment accessible only by those whose job responsibilities entail access to and/or
3 work with such Trade Secrets; and
4 o conducts exit interviews of departing employees like Choi, confirming that the departing
5 employees have returned all confidential and proprietary information to QuantumScape
6 and that they understand their continuing obligations to maintain QuantumScape’s Trade
7 Secrets and other proprietary or confidential information after their departure and
8 certifying such understanding.
9 37. QuantumScape is informed and believes and on that basis alleges that Defendants
10 have acted in concert to obtain and use the QuantumScape Trade Secrets that Choi took without
11 authorization from QuantumScape before her employment terminated. QuantumScape is

12 informed and believes and therefore alleges that Defendants know and/or should know that the
13 Trade Secrets belong to QuantumScape. But Defendants have nevertheless actively, willfully and
14 maliciously acted in concert to use the Trade Secrets, without QuantumScape’s authorization, to
15 develop competing solid-state batteries.
16 38. As a direct, foreseeable and proximate result of Defendants’ actions described
17 above, QuantumScape has and/or will suffer damages, including by consequent loss of funding,
18 goodwill, and profits, the precise amount of which is not susceptible to ready calculation. Unless
19 enjoined, Defendants, and those in active concert with them, will continue to use and disclose
20 QuantumScape’s Trade Secrets without QuantumScape’s authorization and for their own
21 pecuniary gain and benefit, with consequent further irreparable harm and damages, including by
22 further consequent loss of funding, goodwill, and profits, in an amount according to proof. As a
23 result, QuantumScape is entitled to an injunction prohibiting such conduct pursuant to Civ. Code
24 § 3426.2. QuantumScape is also entitled to an order and judgment requiring that Defendants
25 return to QuantumScape of all of the proprietary, confidential materials misappropriated by Choi
26 and provided to the other Defendants, including without limitation any documents created by
27 Defendants and derived in whole or part from the misappropriated QuantumScape materials.
28
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1 39. Defendants’ actions in misappropriating and misusing QuantumScape’s Trade
2 Secrets were willful, fraudulent, malicious, and done with the intent to injure and oppress
3 QuantumScape and improve Defendants’ own economic opportunities. QuantumScape is
4 consequently entitled to an award of punitive damages against Defendants pursuant to Civil Code
5 section 3426.3(c) and to an award of reasonable attorneys’ fees pursuant to Civ. Code § 3426.4.
6
SECOND CLAIM FOR RELIEF – INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
7 – AGAINST FISKER –

10 41. Choi’s Confidentiality Agreement with QuantumScape required (and continues to
11 require) her to:

12 a. preserve as confidential QuantumScape’s Trade Secrets and all of its other

13 proprietary and/or confidential documents, information and data created,
14 received or reviewed while employed at QuantumScape; and
15 b. not use QuantumScape’s Trade Secrets or any of its other proprietary and/or
16 confidential documents, information and data created, received or reviewed
17 while employed at QuantumScape.
18 42. QuantumScape is informed and believes and therefore alleges that Fisker was and
19 is aware of Choi’s contractual obligations to QuantumScape. QuantumScape is further informed

20 and believes and therefore alleges that Fisker nonetheless actively encouraged and induced Choi
21 to violate her obligations to QuantumScape by, among other things, downloading QuantumScape
22 materials reflecting its Trade Secrets, disclosing such materials to Fisker, and using the
23 QuantumScape Trade Secrets in the development of Fisker’s competing solid-state lithium ion
24 battery product.
25 43. As a direct and proximate result of Fisker’s acts, QuantumScape has suffered
26 damages and will continue to suffer such damages unless and until further use of the stolen
27 documents and data is enjoined by the Court.
28
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1 44. Fisker’s international interference in QuantumScape’s contractual relations was
2 willful, fraudulent, malicious, and done with the intent to injure and oppress QuantumScape and
3 improve Fisker’s own economic opportunities. QuantumScape is consequently entitled to an
4 award of punitive damages against Fisker pursuant to Civil Code § 3294.
5 PRAYER
6 QuantumScape prays for entry of judgment against Fisker as follows:
7 A. Judgment in favor of QuantumScape and against Fisker on each claim for relief;
8 B. Temporary, preliminary and permanent injunctions
9 1. immediately enjoining Fisker, its officers, directors, employees, agents, and

10 all other parties acting in concert with it, from using any of QuantumScape’s Trade Secrets;

12 all other parties acting in concert with it, from using, marketing or selling any products or using
13 any methods or formulations derived in whole or in part from QuantumScape’s Trade Secrets;
14 3. requiring the immediate return to QuantumScape of all documents, data or
15 information that constitutes (in whole or in part) or otherwise discloses QuantumScape Trade
16 Secrets, or all documents, data or information derived from QuantumScape Trade Secrets;
18 information that constitutes (in whole or in part) or otherwise discloses QuantumScape’s Trade
19 Secrets and other proprietary, confidential information, as well as all documents, data or
20 information derived from such information;
21 5. requiring Fisker, its officers, directors, employees, agents, and all other
22 parties acting in concert with it, to not disclose further or use any of QuantumScape’s Trade
23 Secrets;
24 C. An award of actual and exemplary damages, in an amount to be proven at trial, on
25 QuantumScape’s First and Second Claims for Relief;
26 D. Award of QuantumScape’s costs of suit and attorneys’ fees to the extent permitted
27 by law; and
28 E. Such other and further relief as the Court deems just and proper.
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1 JURY DEMAND
2 QuantumScape hereby demands a jury trial on all claims and issues so triable.
3 Dated: April 12, 2019 SQUIRE PATTON BOGGS (US) LLP
4
By:/s/ David S. Elkins
5 David. S. Elkins
6 Attorneys for Plaintiff QUANTUMSCAPE CORP.

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EXHIBIT A TO COMPLAINT
QuantumScape Corporation
AT—WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT,
AND ARBITRATION AGREEMENT
As a condition of my employment with QuantumScape Corporation, its subsidiaries, affiliates,
successors 01' assigns (together the “C0mpany”), and in consideration of my continued
employment with the Company and my receipt of the compensation now and hereafter paid t0
me by Company, I agree to the following provisions of this QuantumScape Corporation At-Will
Employment, Confidential information, Invention Assignment, and Arbitration Agreement (this
“Agreement”):
1. Ai— Will Employment.

I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE
COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL”
EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE
CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND
SIGNED BY THE PRESIDENT OF THE COMPANY. ACCORDINGLY, I ACKNOWLEDGE
THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME,
WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR
AT THE OPTION OF THE COMPANY, WITH OR WITHOUT NOTICE. I FURTHER
ACKNOWLEDGE THAT THE COMPANY MAY MODIFY JOB TITLES, SALARIES, AND
BENEFITS FROM TIME TO TIME AS IT DEEMS NECESSARY.
2. Confidential Information.
(a) Company Information. I agree that during and after my employment With
the Company, I confidence, and Will not use (except for the benefit 0f
Will hold in the strictest
the Company during my
employment) or disclose to any person, firm, or comoration (Without
written authorization 0f the President or the Board 0f Directors 0f the Company) any Company
Confidential Information. I understand that my unauthorized use or disclosure 0f Company
Confidential Information during my employment may lead to disciplinary action, up to and
including immediate termination and legal action by the Company. I understand that “Company
Confidential Information” means any non-public information that relates to the actual 0r
anticipated business, research or development 0f the Company, or to the Company’s technical
data, trade secrets, 0r know—how, including, but not limited to, research, product plans, or other
information regarding the Company’s products 0r services and markets therefor, customer lists
and customers (including, but not limited t0, customers 0f the Company on Which I called or
with which I may become acquainted during the term of my employment), software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances, and other business information;
provided, however, Company Confidential Information does not include any of the foregoing
items t0 the extent the same have become publicly known and made generally available through
no wrongful act 0f mine or of others. I understand that nothing in this Agreement is intended t0
limit employees’ rights t0 discuss the terms, wages, and working conditions 0f their employment,
as protected by applicable law.
(b) Former Employer Information. I agree that during my employment with
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the Company, I will not improperly use, disclose, 0r induce the Company to use any proprietary
information or trade secrets of any former or concunent employer 0r other person 01‘ entity. I
fufiher agree that I Will not bring onto the premises 0f the Company or transfer onto the
Company’s technology systems any unpublished document, proprietary information, or trade
secrets belonging to any such employer, person, 01‘ entity unless consented to in writing by both
the Company and such employer, person, 01‘ entity.
(c) Third Party Information. I recognize that the Company may have received
and in the future may receive from third pafiies associated with the Company, e.g., the
Company’s customers, suppliers, licensors, licensees, partners, 0r collaborators (“Associated
Third Parties”), their confidential 0r proprietary information (“Associated Third Party
Confidential Information”). By way of example, Associated Third Party Confidential
Information may include the habits 0r practices of Associated Third Parties, the technology of
Associated Third Parties, requirements of Associated Third Parties, and information related to
the business conducted between the Company and such Associated Third Parties. I agree at all
times during my employment With the Company and thereafter to hold in the strictest
confidence, and not to use 01' t0 disclose t0 any person, firm, or corporation, any Associated
Third Party Confidential Information, except as necessary in carrying out my work for the
Company consistent With the Company’s agreement with such Associated Third Parties. I
fufiher agree t0 comply with any and all Company policies and guidelines that may be adopted
from time to time regarding Associated Third Pafiies and Associated Third Pamy Confidential
Information. I understand that my unauthorized use or disclosure of Associated Third Party
Confidential Infoxmation 0r Violation 0f any Company policies during my employment will lead
to disciplinary action, up to and including immediate termination and legal action by the
Company.
3. Inventions.
(a) Inventions Retained and Licensed.

I have attached hereto as Exhibit A, a
list describing all inventions, works 0f authorship, developments,

discoveries, original
improvements, and trade secrets that were conceived in Whole 01' in part by me prior t0 my
employment With the Company and to which I have any right, title, or interest, Which are subj ect
t0 Califomia Labor Code Section 2870 (attached hereto as Exhibit B), and which relate t0 the
Company’s proposed business, products, or research and development (“Prior Inventions”); 0r,
if no such list is attached, I represent and warrant that there are no such Prior Inventions.
Furthermore, I represent and warrant that if any Prior Inventions are included 0n Exhibit A, they
will not materially affect my ability to perform all obligations under this Agreement. If, in the
course of my employment with the Company, I incorporate into or use in connection with any
product, process, service, technology, 0r other work by 0r 0n behalf of the Company any Prior
Invention, I hereby grant to the Company a non-exclusive, royalty-free, fully paid—up,
irrevocable, perpetual, worldwide and authorize sublicenses, to
license, with the right to grant
make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of 0r
in connection with such product, process, service, technology, or other work, and to practice any
method related thereto.
(b) Assignment 0f Inventions. I agree that I will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit 0f the Company, and
-5-
hereby assign to the Company, 0r its designee, all my right, title, and interest in and to any and
all inventions, original works of authorship, developments, concepts, improvements, designs,
discoveries, ideas, trademarks, 01' trade secrets, whether 0r not patentable 01‘ registrable under
which I may solely 0r jointly conceive or develop
patent, copyright, or similar laws, reduce t0 01‘
be conceived or developed or reduced t0 practice, during the period of time I

practice, 0r cause t0
am in the employ 0f the Company (including during my off—duty hours), or With the use 0f
Company’s equipment, supplies, facilities, or Company Confidential Information, except as
provided in Section 3.(e) below (collectively refen‘ed to as “Inventions”). I further acknowledge
that all original works of authorship that are made by me (solely 0r jointly with others) within the
scope 0f and during the period of my employment with the Company and that are protectable by
copyright are “works made for hire,” as that term is defined in the United States Copyright Act.
I understand and agree that the decision Whether 01‘ not t0 commercialize 0r market any
Inventions is Within the Company’s sole discretion and for the Company’s sole benefit, and that
no royalty 0r other consideration will be due to me as a result 0f the Company’s efforts to
commercialize 0r market any such Inventions.
Maintenance ofRecords. I agree t0 keep and maintain adequate, current,

(c)
accurate, and authentic written records of all Inventions made by me (solely or jointly with
others) during the term of my employment With the Company. The records will be in the form 0f
notes, sketches, drawings, electronic files, reports, 01‘ any other format that may be specified by
the Company. The records are and will be available t0 and remain the sole property 0f the
Company at all times.
(d) Patent and Copyright Registrations. I agree to assist the Company, 0r its
designee, at the Company’s expense, in every proper way t0 secure the Company’s rights in the
Inventions and any rights relating thereto in any and all countries, including the disclosure to the
Company of all pertinent information and data with respect thereto, the execution 0f all
applications, specifications, oaths, assignments, and all other instruments that the Company shall
deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce
such rights, and in order t0 assign and convey t0 the Company, its successors, assigns, and
nominees the sole and exclusive rights, title, and interest in and t0 such Inventions and any rights
relating thereto, and testifying in a suit or other proceeding relating to such Inventions and any
rights relating thereto. I fufiher agree that my obligation t0 execute 01‘ cause t0 be executed,
when it is in my power d0
to so, any such instrument or papers shall continue after the
termination 0f this Agreement. If the Company is unable because of my mental or physical
incapacity 0r for any other reason to secure my signature With respect to any Inventions,
including, without limitation, to apply for 0r to pursue any United States or
any application for
foreign patents or copyright registrations covering such Inventions, then hereby irrevocably I
designate and appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, to act for and in my behalf and stead, to execute and file any papers and oaths,
and to do all other lawfully permitted acts with respect t0 such Inventions with the same legal
force and effect as if executed by me.
(e) Exception t0 Assignments. I understand that the provisions 0f this
Agreement requiring assignment of Inventions to the Company d0 not apply t0 any invention
that qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto
as Exhibit B). I Will advise the Company promptly in writing of any inventions that I believe
-6-
meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed 0n
Exhibit A.
4. Conflicting Employment.
A. Current Obligations. I agree that during the term 0f my employment With
the Company, I will not engage in 0r undefiake any other employment, occupation, consulting
relationship, or commitment that is directly related to the business in which the Company is now
involved 01‘becomes involved or has plans t0 become involved, nor will I engage in any other
activities that conflict with my obligations t0 the Company.
(a) B. Prior Relationships. Without limiting Section 4A, I represent that

I have no other agreements, relationships, or commitments to any other person 01‘ entity that
conflict with my obligations to the Company under this Agreement or my ability t0 become
employed and perform the services for I am
being hired by the Company. I further agree
which
that if I have signed a confidentiality agreement or similar type of agreement with any former
employer 0r other entity, I will comply with the terms of any such agreement to the extent that its
terms are lawful under applicable law. I represent and warrant that after undertaking a careful
search (including searches of my computers, cell phones, electronic devices, and documents), I
have returned all property and confidential information belonging to all prior employers.
Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and
successor corporations, and assigns for all verdicts, judgments, settlements, and other losses
incurred by any 0f them resulting from my breach of my obligations under any agreement to
Which I am a party or obligation to Which I am
bound, as well as any reasonable attorneys’ fees
and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.
5. Returning Company Documents. Upon separation from employment With the

Company on demand by the Company during my employment, I will immediately deliver to
0r
the Company, and Will not keep in my possession, recreate, or deliver to anyone else, any and all
Company property, including, but not limited t0, Company Confidential Information, Associated
Third Party Confidential Information, as well as all devices and equipment belonging t0 the
Company (including computers, handheld electronic devices, telephone equipment, and other
electronic devices), Company credit cards, records, data, notes, notebooks, reports, files,
proposals, conespondence, specifications, drawings, blueprints, sketches, materials,
lists,
photographs, charts, any other documents and property, and reproductions of any and all 0f the
aforementioned items that were developed by me pursuant to my employment with the
Company, obtained by me in connection with my employment with the Company, or otherwise
belonging t0 the Company, its successors, or assigns, including, Without limitation, those records
maintained pursuant to Section 3(0). I also consent to an exit interview to confirm my
compliance With this Section 5.
6. Termination Certification. Upon separation from employment with the Company,

I agree to immediately sign and deliver t0 theCompany the “Termination Cefiification” attached
hereto as Exhibit C. I also agree to keep the Company advised of my home and business address
of three (3) years after termination of my employment With the Company, so that the
for a period
Company can contact me regarding my continuing obligations provided by this Agreement.
7. Notification ofNew Employer. In the event that I leave the employ of the
Company, Ihereby grant consent to notification by the Company t0 my new employer about my
obligations under this Agreement.
8. Solicitation0f Employees. I agree that for a period of twelve (12) months

immediately following the termination 0f my relationship with the Company for any reason,
Whether voluntary or involuntary, With 01' without cause, I shall not either directly or indirectly
solicit any 0f the Company’s employees t0 leave their employment, or
attempt t0 solicit
employees of the Company, either for myself or for any other person or entity.
9. Conflict oflm‘eresf Guidelines. I agree to diligently adhere t0

all policies 0f the
Company, including the Company’s insider’s trading policies and the Conflict of Interest
Guidelines attached as Exhibit D hereto, Which may be revised from time t0 time during my
employment.
10. Representations. agree t0 execute any proper oath 0r verify any proper
I
document required to carry out the terms of this Agreement. I represent that my performance of
all the terms of this Agreement will not breach any agreement to keep
in confidence proprietary
information acquired by me in confidence or in trust prior to my employment
by the Company. I
hereby represent and warrant that I have not entered into, and I will not enter into, any oral 0r
written agreement in conflict herewith.
11. Audit. I acknowledge that I have n0 reasonable expectation 0f privacy in

any
computer, technology system, email, handheld device, telephone, or documents that are used t0
conduct the business of the Company. As such, the Company has the right t0 audit and search all
such items and systems, without further notice to me, t0 ensure that the Company is licensed t0
use the software on the Company’s devices in compliance With the Company’s software
licensing policies, to ensure compliance With the Company’s policies, and for
any other
business-related pulposes in the Company’s sole discretion. I understand that I am not permitted
t0add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology
systems and that I shall refrain from copying unlicensed software onto the Company’s
technology systems or using non-licensed software or websites. I understand that it is
my
responsibility to comply With the Company’s policies governing use of the Company’s
documents and the internet, email, telephone, and technology systems t0 Which I Will have
access in connection With my employment.
12. Arbitration and Equitable Relief
(a) Arbitration. MY EMPLOYMENT WITH

IN CONSIDERATION OF
THE COMPANY, PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED
ITS
DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER
BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I
AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH
ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS
SUCH OR OTHERWISE), WHETHER BROUGHT ON AN INDIVIDUAL, GROUP, OR
CLASS BASIS, ARISING OUT OF, RELATING TO, OR RESULTING FROM MY
EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT
WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE
SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET
FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH
1294.2, INCLUDING SECTION 1281.8 (THE “ACT”), AND PURSUANT TO CALIFORNIA
LAW. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE
ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER
LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES—OXLEY
ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE
CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL
LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA LABOR
CODE, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL
TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. I FURTHER
UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY
DISPUTES THAT THE COMPANY MAY HAVE WITH ME.
(b) Procedure. I AGREE THAT ANY ARBITRATION WILL BE

ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC.
(“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES
(THE “JAMS RULES”). I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER
TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION,
INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION,
MOTIONS TO DISMISS AND DEMURRERS, AND MOTIONS FOR CLASS
CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. I ALSO AGREE THAT
THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES
AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL
AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS
PROHIBITED BY LAW. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY
ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS
EXCEPT THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY
ARBITRATION THAT I INITIATE, BUT ONLY SO MUCH OF THE FILING FEES AS I
WOULD HAVE INSTEAD PAID HAD I FILED A COMPLAINT 1N A COURT OF LAW. I
AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY
ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE
CALIFORNIA CODE OF CIVIL PROCEDURE, AND THAT THE ARBITRATOR SHALL
APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR
CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT
THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW
SHALL TAKEPRECEDENCE. I AGREE THAT THE DECISION OF THE ARBITRATOR
SHALL BE IN WRITING. I AGREE THAT ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE CONDUCTED 1N SAN FRANCISCO, CALIFORNIA.
(c) Remedy. EXCEPT AS PROVIDED BY THE ACT AND THIS

AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL
-9-
REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY,
EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER I NOR
THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING
CLAIMS THAT ARE SUBJECT TO ARBITRATION.
(d) Administrative Relief I UNDERSTAND THAT THIS AGREEMENT

DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A
LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY
THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO
EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE DEPARTMENT OF FAIR
EMPLOYMENT_ AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’
COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME
FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS
PERMITTED BY LAW.
(e) ACKNOWLEDGE AND AGREE

Voluntary Nature 0f Agreement. I
THAT AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY

I
DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. FURTHER I
ACKNOWLEDGE AND AGREE THAT HAVE CAREFULLY READ THIS AGREEMENT

I
AND THAT HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND

I
THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND

FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT T0 A JURY
TRIAL. FINALLY, I AGREE THAT HAVE BEEN PROVIDED AN OPPORTUNITY TO
I
SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS

AGREEMENT.
13. General Provisions.
(a) Governing Law; Consent t0 Personal Jurisdiction. This Agreement will be

governed by the laws of the State of California without giving effect t0 any choice-of—law rules
or principles that may result in the application 0f the laws 0f any jurisdiction other than
California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly
consent t0 the personal jurisdiction 0f the state and federal coufis located in Califomia for any
lawsuit filed against me by the Company.
(b) Entire Agreement. This Agreement, together with the Exhibits herein and
any executed written offer letter between me and the Company, sets forth the entire agreement
and understanding between the Company and me relating t0 the subject matter herein and
supersedes all prior discussions 01‘ representations between us, including, but not limited t0, any
representationsmade during my interview(s) or relocation negotiations, whether written 01‘ oral.
No modification 0f or amendment t0 this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing signed by the President of the Company and me.
Any subsequent change or changes in my duties, salary, or compensation will not affect the
validity or scope 0f this Agreement.
-10-
Severability. If one or more of the provisions in this Agreement are
(c)
deemed void by law, then the remaining provisions will continue in full force and effect.
(d) Successors and Assigns. This Agreement will be binding upon my hails,
for the benefit of
executors, assigns, administrators, and other legal representatives, and will be
benefician'es to
the Company, its successors, and its assigns. There are no intended third—party
this Agreement, except as expressly stated.
E. Waiver. Waiver by the Company of a breach of any provision of this
Agreement will not operate as a waiver 0f any other or subsequent breach.

F. Survivorshz‘p. The rights and obligations of the parties to this Agreement
of my employment with the Company.
will survive termination
G. Agreement may be signed in two counterparts, each of
Signatures. This
Date: l/I/za/Zo/z‘ Q
which shall be deemed an original, with the same force and effectiveness as though executed in a
single document.
Signature
n
Dong Hee Choi (Anna)
Witness:
Signature
Name (typed 0r printed)
-11-
uanfum Scope
Exhibit A
LIST0F PRIOR INVENTIONS »
AND ORIGINAL WORKS 0F AUTHORSHIP

Identifying Number or Brief
Title Date Description
K No inventions or improvements
Print
Date:
Name of Employee:
l!
/ zg/ZOI
W
___ Additional Sheets Attached
Signature of Employee:
p’qg H83
Z’
%0 1"
antum Scope
Exhibit B
CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT
“(a) Any provision in an employment agreement which provides that an employee shall
any of his or her rights in an invention t0 his
assign, 0r offer t0 assign,
01' her employer shall not
apply to an invention that the employee developed entirely on his or her own time
without using
the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either:

(1) Relate at the time of conception or reduction t0 practice of the invention to
the employer’s business, or actual or demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement pquOITs to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against the public policy of this state and is unenforceable.”
Qntum Scope
\ V
Exhibit C
QruahrtumS’caper Cbrpora'tioii
TERMINATION CERTIFICATION
cefiify that do not have in my possession, nor have I failed to return, any devices,
This is to I
records, data, notes, reports, proposals, correspondence, specifications, drawings,

lists,
blueprints, sketches, materials, equipment, any other

documents or property, 01' reproductions of
its subsidiaries,
any and all aforementioned items belonging t0 QuantumSCape Corporation,
affiliates, successors 01‘ assigns (together, the “C0mpany”).
I filrther certify thatI have complied With
all the terms of the Company’s At-Will Employment,
Confidential Information, Invention Assignment, and Arbitration

Agreement signed by me,
authorship (as defined therein)
including the reporting of any inventions and original works of
conceived or made by me (solely 0r jointly with others), as covered by that agreement.
I fufiher agree that, in compliance With the
At-Will Employment, Confidential Information,
as confidential all Company
Invention Assignment, and Arbitration Agreement, I Will preserve
including trade
Confidential Information and Associated Third Party Confidential Information,
secrets, confidential knowledge, data, or other proprietary information relating t0 products,
01‘ experimental work, computer
processes, know—how, designs, formulas, developmental
business plans, financial
programs, databases, other original works 0f authorship, customer lists,
of the Company 01' any 0f its
information, 0r other subj ect matter pertaining t0 any business
employees, clients, consultants, or licensees.
I also agree that for twelve (12)months from this date, I will not either directly or indirectly
solicit, induce, recruit, or encourage any of the
Company’s employees t0 leave their
or other relationship With
employment, 01‘ t0 enter into an employment, consulting, contractor,
01‘ organization (including with myself).
any other person, firm, business entity,
in
After leaving the Company’s employment, I will be employed by
the position of: .
Signature ofemployee
Print name
Date
Address for Notifications:

uantum Scope
\_
Exhibit D
CONFLICT OF INTEREST GUIDELINES
its affairs in strict compliance with the
It isthe policy 0f QuantumScape COlporation t0 conduct
letter and spirit of the law and t0 adhere to the
highest principles 0f business ethics.
officers, employees, and independent contractors must
avoid activities that are
Accordingly, all
principles and with the
in conflict, 01‘ give the appearance of being in conflict, With these
situations that must be
interests of the Company. The following are potentially compromising
avoided:
confidential information.
1. Revealing confidential information to outsiders 0r misusing
whether or not for personal
Unauthorized divulging of information is a Violation of this policy
At—Will Employment,
gain and whether 01‘ not harm to the Company is intended. (The
Confidential Infomnation, Invention Assignment, and Arbitration
Agreement elaborates 0n this
principle and is a binding agreement.)
01' payments that
2. Accepting 0r offering substantial gifts, excessive entefiainment, favors,
01‘ otherwise be improper 01' embarrassing to the
may be deemed to constitute undue influence
Company.
Participating in civic or professional organizations that
might involve divulging
3.
confidential information of the Company.

01‘ punishment 0f employees or
4. approving personnel actions affecting reward
Initiating 0r
applicants where there is a family relationship 0r is or
appears t0 be a personal 01' social
involvement.
5. Initiating 0r approving any form of personal 0r social harassment 0f employees.

or competing
6. Investing 0r holding outside directorship in suppliers, customers,
investment 01‘ directorship might
companies, including financial speculations, where such
influence in manner a decision or course of action 0f the Company.
any
7. Borrowing from 01‘ lending to employees, customers, 0r suppliers.
8. Acquiring real estate of interest to the Company.

information 0r trade
9. Improperly using 0r disclosing to the Company any proprietary
secrets 0f any former or concurrent employer 0r other
person or entity with whom obligations of
confidentiality exist.
Unlawfully discussing prices, costs, customers, sales, 01‘ markets With competing
10.
companies or their employees.
11. Making any unlawful agreement With distributors with respect to prices.
are the subject 0f patent

12. Improperly using 0r authorizing the use 0f any inventions that
claims of any other person or entity.
13. Engaging in any conduct that is not in the best interest of the Company.
to ensure
Each officer, employee, and independent contractor must take every necessary action
of higher
compliance with these guidelines and t0 bring problem areas to the attention
management for review. Violations of this conflict 0f interest policy may result in discharge
without warning.
19CV345966
Santa Clara – Civil
R. Nguyen
1 Ronald S. Lemieux (State Bar # 120822) Electronically Filed

ronald.lemieux@squirepb.com by Superior Court of CA,
2 David S. Elkins (State Bar # 148077) County of Santa Clara,
david.elkins@squirepb.com on 6/14/2019 7:52 PM
1801 Page Mill Road, Suite 110 Reviewed By: R. Nguyen
4 Palo Alto, California 94304 Case #19CV345966
Telephone: +1 650 856 6500 Envelope: 3013062
5 Facsimile: +1 650 843 8777
6 Joseph A. Meckes (State Bar # 190279)

7 Joseph P. Grasser (State Bar # 255156)
Telephone: +1 415 954 0200
10 Facsimile: +1 415 393 9887

12

14 COUNTY OF SANTA CLARA
15
16 QUANTUMSCAPE CORPORATION, a Case No. 19-CV-345966

Delaware company,
17 SUPPLEMENTAL DECLARATION OF
Plaintiff, DAVID S. ELKINS IN SUPPORT OF
18 PLAINTIFF QUANTUMSCAPE CORP.’S
v. MOTION FOR PRELIMINARY
19 INJUNCTION
FISKER INC., a Delaware company, DONG
20 HEE “ANNA” CHOI, an individual, FABIO Date: July 9, 2019
ALBANO, an individual, and DOES 1-10, Time: 9:00 a.m.
21 inclusive, Dept.: 10
The Honorable Helen E. Williams
22 Defendants.
[PUBLIC-REDACTS MATERIALS
23 FROM CONDITIONALLY SEALED
RECORDS]
24
25 I, DAVID S. ELKINS, declare:

26 1. I am an attorney-at-law, admitted to practice before the Courts of the State of the
27 California. I am a partner of the law firm Squire Patton Boggs, counsel of record for plaintiff
28 QuantumScape Corporation (“QuantumScape”). I submit this supplemental declaration in further
-1-
SUPPLEMENTAL DECL. OF DAVID S. ELKINS ISO MOTION FOR PRELIMINARY INJUNCTION
CASE NO. 19-CV-345966
1 support of QuantumScape’s Motion for Preliminary Injunction in light of additional evidence
2 revealed during the expedited discovery that QuantumScape completed pursuant to the Court’s
3 Order authorizing expedited discovery. These additional facts are highly relevant to the Court’s
4 consideration of the present motion for preliminary injunction and are based on the two
5 depositions taken to date –defendant Dong Hee “Anna” Choi (“Choi”) and defendant Fisker Inc.
6 (“Fisker”) through its person most qualified – and documents produced by both Choi and Fisker.
7 Provided below is a summary of the key new facts uncovered by QuantumScape’ expedited
8 discovery. Following the summary is a particularized statement of the same facts with citations to
9 accompanying evidence, arranged in chronological order.

10 SUMMARY OF NEW FACTS UNCOVERED BY EXPEDITED DISCOVERY
11 2. QuantumScape’s expedited discovery has uncovered the following relevant facts:

12 a. Choi began conveying QuantumScape trade secrets to Fisker on

13 November 20, 2018 – the same day as her in-person interview with Fisker in Torrance. Choi
14 brought and gave Fisker a 52-slide PowerPoint presentation. It consisted of detailed, step-by-step
15 process and material composition information containing QuantumScape’s most closely guarded
16 trade secrets and other confidential information regarding the solid-state, thin film ceramic
17 electrolyte for its EV battery, and the setters and sintering process used for making the electrolyte.
18 b. Fisker offered Choi a job on December 3, 2018. She accepted the next day,
19 but did not start her employment with Fisker until early January 2019. Nevertheless, from
20 November 20, 2018, through and after Choi’s start date, Fisker repeatedly asked for and Choi
21 provided information relating to QuantumScape’s trade secrets and confidential information.
22 Fisker made these requests, and received the resulting fruits, even though it knew that Choi
23 remained a QuantumScape employee and owed the company duties of confidentiality.
24 c. Choi downloaded hundreds of QuantumScape files from its secure
25 SharePoint electronic document repository starting in late November and continuing through
26 December 21, 2018. At her deposition,
27
28
-2-
CASE NO. 19-CV-345966
1 d. Urged on by defendant Fabio Albano, Fisker’s then Vice President of
2 Battery Development, Choi used QuantumScape’s trade secret information to redirect Fisker’s
3 development of the thin film ceramic electrolyte for its lithium-based battery to emulate
4 QuantumScape’s. She also started the development of Fisker’s setter based on QuantumScape’s
5 technology.
6 e. Since the inception of this action, Fisker denied on multiple occasions
7 having any QuantumScape confidential information in its possession, custody or control, apart
8 from six Microsoft Excel files created by QuantumScape for use as sintering process templates.
9 On May 29, 2019, however, Fisker produced over 2,000 pages of documents containing or
10 relating to QuantumScape’s Trade Secrets. Key documents from Fisker reflecting its possession
11 of QuantumScape’s trade secret materials are identified in the Attachment to this Declaration.
12 The concurrently filed Supplemental Declaration of Timothy Holme, Ph.D. in Support of Motion
13 for Preliminary Injunction (“Supp. Holme Decl.”) explains in detail the QuantumScape trade
14 secrets disclosed in two of those documents, including how and why the trade secrets meet the
15 standards under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426, et seq.).
16 PARTICULARIZED STATEMENT OF NEW FACTS UNCOVERED BY EXPEDITED DISCOVERY
17 Choi Interviews with Fisker and Provides Key QuantumScape Trade Secrets
18 3. Choi applied for a job at Fisker on November 12, 2018 that identified herself as a
19 current QuantumScape battery development employee. See Exhibit 1 at 39:15-18.1 Fisker sent her
20 an email the next day, to which Choi responded by disclosing her knowledge of and experience :
21
22 See Exhibit 2.2 Choi
23 also and disclosed to Fisker the then-current state of QuantumScape’s development (“
24 ”), which QuantumScape considers to be sensitive commercial information.
25 See id.
26
27 1
Exhibit 1 is a true and correct copy of relevant excerpts from the Choi deposition that QuantumScape took on May 6,
2019.
28 2
Exhibit 2 is a true and correct copy of an email thread produced by Fisker as FISKER00276.
-3-
CASE NO. 19-CV-345966
1 4. Choi next had a phone interview, lasting about forty minutes, with Fisker’s
2 president and chief financial officer, Geeta Gupta Fisker (“Gupta”), and Albano. See Ex. 1 at
3 40:7-41:14. Afterward, Fisker invited Choi to visit its offices in Torrance, California for a face-to-
4 face interview on November 20, 2018. The invitation directed Choi to “
5 of persons who would interview her.
6 Exhibit 33; see also Ex. 1 at 42:1-5.
7 5. Fisker’s agenda for Choi’s on-site interview reflects a total planned duration of
8 three hours and 15 minutes for meeting with the following interview panel:
9
10
11
12
13 Exhibit 4.4 According to the schedule, Gupta would spend approximately 1.5 hours with Choi.
14 6. As discussed above, Fisker directed Choi to bring “
15 ” to the in-person panel interview. Choi chose to comply by preparing a 52-slide PowerPoint
16 presentation that she brought with her to Fisker in electronic form. See Exhibit 5.5 Choi
17 apparently provided the file
18 Exhibit 17 at 114:15-117:16
19 (see n.17, infra).

20 7. Choi’s 52-slide PowerPoint presentation is a detailed roadmap of QuantumScape’s
21 formulations and processes and contains some of its most important trade secrets and confidential
22 information, most of which was copied and pasted directly from QuantumScape’s own materials.
23 Supp. Holme Decl. ¶ 7. Some of the presentation’s pages still bore QuantumScape’s trademarked
24 logo in the top right corner and the legend “QUANTUMSCAPE CONFIDENTIAL at the bottom,”
25 such as on slide 18:
26
3
Exhibit 3 is a true and correct copy of an emailed calendar appointment produced by Fisker as FISKER00197.
27 4
Exhibit 4 is a true and correct copy of a document produced by Fisker as FISKER00198-99.
5
28 Exhibit 5 is a true and correct copy of the PowerPoint presentation that Fisker produced as FISKER00476-527, but
for legibility is printed from the native PowerPoint file that Fisker also produced at QuantumScape’s request.
-4-
CASE NO. 19-CV-345966
1
9
10
11 Exhibit 5 at FISKER00493.
12 8. Fisker immediately reacted to Choi’s interview in part by starting to pepper her

13 with requests for her “recommendations” regarding equipment to be used, key equipment vendors
14 and pricing. Fisker’s Purchasing Manager, Matt Riley, emailed Choi before she could even board
15 her November 20 flight home from Fisker’s office:
16
17 Exhibit 6.6 Riley’s email copied

18 Id.
19 9. Choi responded to by email the next day, identifying her
20 “preferred” equipment choices – each of which is a piece of particular equipment that
21 QuantumScape had qualified and was (and is) using in its electrolyte manufacturing processes:
22
23
24
25
26
27
28 6
Exhibit 6 is a true and correct copy of an email that Fisker produced as FISKER02445.
-5-
CASE NO. 19-CV-345966
1 Exhibit 7.7 Choi’s email asked that
2 Id. Choi also attached photographs of that equipment –
3 apparently taken with her smart phone – in QuantumScape’s laboratory (shown below), along with
5 Id.
9
10
11
12
13
14
15
16 10. Three minutes after receipt of Choi’s email, forwarded it to

17 See Exhibit 8.8 On December 3, 2018, re-forwarded the email and
18 attachments again, this time to
19
20 Id.
21 11. On November 29, 2018, Choi replied to her own November 21, 2018 email, this
22 time sending it to
23
24
25
26
27
7
Exhibit 7 is a true and correct copy of an email thread with attachments that Fisker produced as FISKER00277-300.
28 8
-6-
CASE NO. 19-CV-345966
1
9 Exhibit 9.9 As shown above, Choi informed Fisker that

10
11
12 Id.
13 12. On behalf of Fisker, Gupta made a written offer of employment to Choi on

14 December 2, 2018; Choi accepted it the next morning, December 3. See Exhibit 10.10 Three days
15 later, Choi emailed Fisker that she would
16 continue working at QuantumScape through the end of December:
17
18
19 Exhibit 11.11
20 13. Within minutes of Choi accepting her employment offer,
21 sent her an email:
22
23
24
25
26
9
27 10
Exhibit 10 is a true and correct of Fisker’s December 2, 2018 offer of employment, bearing Choi’s electronic
signature of acceptance on its last page, produced by Fisker as FISKER00408-13.
28 11
Exhibit 11 is a true and correct copy of an email thread that Fisker produced as FISKER00092-95.
-7-
CASE NO. 19-CV-345966
1
9
Exhibit 1212 at FISKER02473-74 (copying Bristow and Kelly).
10
Id. at FISKER02472-73.
11
12
Id.
13
14. On December 3, Choi emailed her
14
response to the emails from earlier
15
in the day. Id. at FISKER02471-72. In particular,
16
Choi furnished Fisker with
17
18
19
20
21
22
23
24
25
26
27
28 12
Exhibit 12 is a true and correct copy of an email thread that Fisker produced as FISKER02471-74.
-8-
CASE NO. 19-CV-345966
1
2 Exhibit 13.13
3 15. Internal communications among Fisker employees reflect that the information they
4 were requesting from Choi was for purposes of Fisker’s competitive solid-state battery
5 development. For example,
8 See Exhibit 14.14
9 16. On December 5, 2018, Choi provided Fisker with a recommendation to purchase a

10
11
12
13
14
15 17. On December 7, 2018, while providing information about vendors from whom
16 Fisker could purchase equipment, Choi cautioned Fisker
17 Exhibit 11.
18
19
20
21
22
23
24
25 13
Exhibit 13 is a true and correct copy of QuantumScape’s
and
26 produced by Fisker as FISKER02483-95. “Baseline” means the process has been finely tuned through many
iterations.
27 14
Exhibit 14 is a true and correct copy of an email thread produced by Fisker as FISKER00127-28.
15
Exhibit 15 is a true and correct copy of Choi’s Dec. 5, 2018 email to Fisker and its attachments, produced by Fisker
28 as FISKER00101-06.
-9-
CASE NO. 19-CV-345966
1 Choi Spends Two Days Working at Fisker – and Providing It with More Trade Secrets –
2 Before Resigning from QuantumScape
3 18. Fisker arranged for Choi to fly down to the Fisker office in Torrance for two full
4 days on December 13 and 14, 2018.
7 Choi did in fact travel to
8 Torrance and was at Fisker’s office on
9 December 13-14. Exhibit 17 at 195:19-196:2.17

10 19. On December 13, 2018, Choi emailed
11
12
13
14 See Exhibit 18.18
15
16
17 20. Later that night – at 12:04 a.m. on December 14, 2018 – Choi used her personal
18 Drobox account to send email invitations,
19 Exhibit 19.19
20 21. Exhibit 20 is entitled
20
21
22
23
16
24 Exhibit 16 is a true and correct copy of an email thread produced by Fisker as FISKER00528.
17
Exhibit 17 comprises true and correct excerpts from the deposition of defendant Fisker Inc. through its person most
25 qualified (Geeta Gupta Fisker) taken on June 6, 2019.
18
Exhibit 18 is a true and correct copy of an email from Choi to Fisker, produced by Fisker as FISKER00080-83.
26 19
Exhibit 19 comprises December 14, 2018 email invitations from Choi
, produced by FISKER as
27 FISKER00079 and FISKER00221.
20
Exhibit 20
28 produced by Fisker as FISKER00562-80. The file’s metadata is appended.
- 10 -
CASE NO. 19-CV-345966
1 The substance of the PowerPoint file
2 , as detailed in Supp. Holme Decl. ¶ 8. Id.
3 22. December 14, 2018 was the second day of Choi’s two-day visit to Fisker.
4 emailed her at 9:15 a.m. that morning, asking that she
5 , which he attached. See
6 Exhibit 21.21
9 Id. at FISKER00228.
10 23. Choi replied to email later the same day at 3:45 p.m. by substantially
11 updating the Fisker documentation, adding ten pages to a document that was originally only four
12 pages long. Exhibit 22.22 Choi updated

13
14
15 Id. at
16 FISKER00207-13. Choi also attached a (FISKER00201).
17 email response simply stated, “
18 ” Exhibit 23.23
19
20
21
22
23
24
25
21
Exhibit 21 is December 14, 2018 email to Choi attaching two Word documents
26 , produced by Fisker as FISKER00228-37.
22
Exhibit 22 is Choi’s December 14, 2019 email reply to email (Ex. 21) attaching three Word documents
27 (
), produced by Fisker as FISKER00200-13.
28 23
Exhibit 23 is a December 14, 2018 Choi- email thread that Fisker produced as FISKER00226-27.
- 11 -
CASE NO. 19-CV-345966
1 Choi’s Deposition Testimony
2 24. At her May 6, 2019 deposition, Choi testified under oath about her many
3 communications with Fisker regarding its battery team’s requests for her “recommendations”
4 regarding processes and equipment. In responding, Choi testified that she relied on
5 :
9
10
11
12
Ex. 1 at 52:2-14; see also id. at 50:13-59:7; 59:8-61:3. Choi further testified that to answer the
13 questions Fisker was asking her in December 2018, she needed to review
14 :
15
16
17
18
19
20
21
22
23 Id. at 58:4-21; see also id. at 58:22-59:7; 60:8-14.

24
25
26
27
28
- 12 -
CASE NO. 19-CV-345966
1 25. During her deposition, Choi admitted to using QuantumScape’s trade secrets in her
2 battery development work at Fisker; she did so, she testified, because
3 :
9
10
11
12
13
14
15
16
17
18
19
20 Id. at 23:15-25:4. Choi added that her use of QuantumScape trade secrets
21 Ex. 1 at 86:25-87:2 (“
22
23 ”).
24 26. Immediately after Choi’s deposition – at which I was present and examined her –
25 she produced through her counsel eight USB memory devices to QuantumScape’s counsel.
26 Forensic analysis of the USB memory devices reveals that they contain a total of about 200,000
27 electronic files that Choi downloaded from QuantumScape in November and December 2018. I
28 am informed and believe and therefore declare that (a) because Choi apparently downloaded
- 13 -
CASE NO. 19-CV-345966
1 folders wholesale, many of the files are folder artifacts that contain no cognizable information, but
2 (b) the USB drives nevertheless contain copies of hundreds of QuantumScape files that Choi
3 secreted after accepting her offer from Fisker.
4 27. Choi testified that she downloaded QuantumScape’s materials because she “
5 ” Id. at 77:8-11. She further testified
6 that Fisker See id. at 81:13-
7 87:5. For example, Choi’s superiors, including Albano, asked her for
9 . See id.,
10 especially at 82:9-20.
11 28. Choi testified that Albano told her not to

12
13 ” Id. at 84:15-85:5.
14 29. Fisker adopted a code word for
15
16 Id. at 149:19-
17 150:12.
18 30. For purposes of oral argument on July 9, 2019, QuantumScape intends to seek the
19 Court’s permission to play three clips from Choi’s videotaped deposition testimony. The clips are
20 true and correct excepts from her deposition testimony at 23:15-25:2, 81:6-82:20 and 149:16-
21 150:12. They are saved as electronic QuickTime files that will be served on all parties and will be
22 identified in a Notice of Manual Filing. Pursuant to the Santa Clara County Superior Court’s
23 Clerk’s Office instructions, QuantumScape will not physically file the electronic files but will
24 make them available to the Court at its request. These files are compiled as Exhibit 24.
25 I declare under penalty of perjury under the laws of the State of California that the
26 foregoing is true and correct. Executed on June 14, 2019.
27 /s/ David S. Elkins

David S. Elkins
28
- 14 -
CASE NO. 19-CV-345966
1 ATTACHMENT
2 1. FISKER00248.xlsx – reflecting the binder and plasticizer combination that
3 QuantumScape uses for the tape casting slurries (benzyl butyl phthalate (BBP) and B-72).
4 2. FISKER00249.xlsx –
5 a. Tab “Dense Layer Slurry” shows in row 63 “New Solvent (1,2 -
6 dimethoxyethane) and new B-72 binder - Plasticizer as BBP;
7 b. Rows 65-66 show “Ethanol as solvent - Binder (BBP-B72-Ethanol) and
8 Xylene as solvent-- Binder (BBP-B72-Ethanol)”; and
9 3. FISKER00249.xlsx – tab “Dense Layer Sinter” shows in rows 241-244 “1st sinter
10 with new DME/B-72/S-160 Plasticizer.”
11 4. FISKER00476.pptx is the 52-page PowerPoint presentation Choi gave to Fisker

12 when she interviewed and is discussed in the accompanying Supplemental Holme Decl.
13 5. FISKER00562.pptx discloses –
14 a. How to make QuantumScape’s composite setter,
15 b. The use of Kerafol plates to sinter the setter (slide 5);
16 c. That QuantumScape’s unique, custom form of lithium aluminate (LiAlO2) is
17 prepared and made by Materion (including the lot number on slide 8),
18 d. QuantumScape’s key binders and solvents (slide 6);
19 e. QuantumScape’s dispersants and plasticizers S-160 and Rhodoline (slide 8);

20 f. The B-72 binder (slide 14); and
21 g. The use of S-160 (slide 16).
22 6. FISKER000582 – discloses QuantumScape’s flow rates of Ar and H2 during
23 sintering.
24 7. FISKER02555 – tab “Dense Layer Sinter” shows in rows 241-244 “1st sinter with
25 new DME/B-72/S-160 Plasticizer.”
26 8. FISKER02555 – tab “Dense Layer Slurry” discloses in rows 63-66: “New Solvent
27 (1,2 -dimethoxyethane) and new B-72 binder - Plasticizer as BBP; Not enough DME solution so
28
- 15 -
CASE NO. 19-CV-345966
1 solvent as ethanol; Ethanol as solvent - Binder (BBP-B72-Ethanol); Xylene as solvent-- Binder
2 (BBP-B72-Ethanol).”
3 9. FISKER00079 is an email that Choi sent Albano through Dropbox providing him
4 access to QuantumScape’s “Setter Development and Chemical Purchasing Order.pptx.”
5 10. FISKER00080 – discloses the use of Keraplor S alumina plates for making setters.
6 11. FISKER00081 discloses the lot number of QuantumScape’s unique, custom form
7 of lithium aluminate as prepared and made by Materion.
8 12. FISKER00126 discloses PTC’s equipment quote to QuantumScape.
9 13. FISKER00165 discloses the identity of QuantumScape’s PTC equipment.

10 14. FISKER00642 discloses lifetimes and flatness of setters as a function of time,
11 based on key results that QuantumScape generated through its R&D efforts.
12 15. FISKER00656-657 – discloses QuantumScape’s binder formulations.

13 16. FISKER00655 a QuantumScape sintering profile.
14 17. FISKER00668-70 discloses a setter composition and manufacturing method that
15 copies QuantumScape’s methodology but with LiTaO3 (lithium tantalate) and LiNbO3 (lithium
16 niobate) in place of lithium aluminate (LiAlO2).
17 18. FISKER 2483 comprises QuantumScape’s Baseline Tape Casting Stand Operating
18 Procedure manual.
19 19. FISKER 2518 – Choi’s lab notebook with QuantumScape’s binder solution.
20 20. FISKER 2534 – Choi’s lab notebook with QuantumScape’s setter process.
21
010-8791-2761/3/AMERICAS
22
23
24
25
26
27
28
- 16 -
CASE NO. 19-CV-345966
EXHIBIT 1
(FILED CONDITIONALLY UNDER SEAL)
EXHIBIT 2
EXHIBIT 3
EXHIBIT 4
EXHIBIT 5
EXHIBIT 6
EXHIBIT 7
EXHIBIT 8
EXHIBIT 9
EXHIBIT 10
EXHIBIT 11
EXHIBIT 12
EXHIBIT 13
EXHIBIT 14
EXHIBIT 15
EXHIBIT 16
EXHIBIT 17
EXHIBIT 18
EXHIBIT 19
EXHIBIT 20
EXHIBIT 21
EXHIBIT 22
EXHIBIT 23
EXHIBIT 24
F. Miller
1 ROBERTS. SHWARTS (STATE BAR NO. 196803) Electronically Filed

rshwaiis@orrick.com by Superior Court of CA,
2 MICHAEL D. WEIL (STATE BAR NO. 209056) County of Santa Clara,
mweil@o1Tick.com on 7/9/2019 12:03 AM
3 SPENCER H. WAN (STATE BAR NO. 304329) Reviewed By: F. Miller
swan@orrick.com Case #19CV345966
4 MARIAN. SOKOVA (STATE BAR NO. 323627)
msokova@otTick.com Envelope: 3100639
5 ORRICK, HERRINGTON & SUTCLIFFE LLP
The Orrick Building
6 405 Howard Street
San Francisco, CA 94105-2669
7 Telephone: +1 415-773-5700
Facsimile: + 1 415-773-5759
8
Attorneys for Defendant
9 FISKERINC.
Delaware company,
13 FISKER INC.'S OPPOSITION TO
ENTRY OF PRELIMINARY
14 Plaintiff, INJUNCTION
15 V. Date: July 25, 2019
Time: 9:00 a.m.
16 FISKER INC., a Delaware company, DONG Judge: Hon. Helen E. Williams
HEE "ANNA" CHOI, an individual resident of Dept.: IO
17 California, FABIO ALBANO, an individual
resident of California, and DOES 1-10, [PUBLIC-REDACTS MATERIALS
18 inclusive, FROM CONDITIONALLY SEALED
RECORDS]]]
19 Defendant.
20
21
22
23
24
25
26
27
28
FISKER'S OPPOSITION TO ENTRY OF PRELIMINARY INJUNCTION

Case No. 19-CV-345966
1 TABLE OF CONTENTS
2 Page
3 I. INTRODUCTION .............................................................................................................. 1
II. STATEMENT OF FACTS ................................. ... ............................................................. 2
4
A. Recruitment and Hiring of Choi .............................................................................. 2
5 Choi's Employment at Fisker ................................................................................. 4
B.
6 C. Fisker's Quarantine Efforts ..................................................................................... 5
III. ARGUMENT ...................................................................................................................... 6
7
A. QuantumScape's Claimed Trade Secrets are Not Trade Secrets ............................ 7
8 QuantumScape's Alleged Trade Secrets Are Generally Known Or
1.
In Public Literature ..................................................................................... 7
9
1. QuantumScape's 2019.210 Disclosure ........................................... 8
10
2. QuantumScape's Supplemental Declaration of Timothy
Holme ...... .............................................. .......................................... 9
11
11. The Processes Claimed by QuantumScape as Trade Secrets Are
12 Covered in Fisker's Patents ....................................................................... 11
111. Equipment listed in Choi's Emails are not Secrets ................................... 12
13
B. QuantumScape Did Not Take Reasonable Steps to Protect the Secrecy of
14 its Alleged Trade Secrets .................................................................. .................... 13
C. QuantumScape Has Not and Will Not Suffer Any Harm ..................................... 14
15
IV. CONCLUSION ....................................................................... .......................................... 15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 1-
Case No. I 9-CV-345966
1 TABLE OF AUTHORITIES
2 Page(s)
3 Cases
4
Abba Rubber Co. v. Seaquist,
5 235 Cal. App. 3d 1 (1991) ........................................................................................................... 7
6 Advanced Modular Sputtering, Inc. v. Superior Court,

132 Cal.App.4th 826 (2005) ........................................................................................................ 7
7
Aetna Bldg. Maintenance Co., 39 Cal. 2d 198 (1952) .................................................................... 12
8
Agency Solutions. Com, LLC v. TriZetto Grp., Inc.,
9 819 F. Supp. 2d 1001 (E.D. Cal. 2011) ....................................................................................... 8
10
AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc.,
11 28 Cal. App. 5th 923 (2018) .............................................................................................. 6, 7, 14
12 DVD Copy Control Assn., Inc. v. Bunner,

116 Cal. App. 4th 241 (2004) .................................................................................................... 13
13
New Life Scis., LLC v. Weinstock,
14 197 Cal. App. 4th 676 (2011 ) ...................................................................................................... 6
15 In re Providian Credit Card Cases,
16 96 Cal. App. 4th 292 (2002) .............................................................................................. 6, 7, 13
17 San Jose Constr., Inc. v. SB.CC, Inc.,

155 Cal. App. 4th 1528 (2007) .................................................................................................. l 3
18
Thompson v. lmpaxx, Inc.,
19 113 Cal. App. 4th 1425 (2003) .................................................................................................... 7
20 TMC Aerospace, Inc. v. Elbit Sys. ofAm. LLC,
No. CV 15-07595-AB (EX), 2016 WL 3475322 (C.D. Cal. Jan. 29, 2016) ............................... 8
21
22 West v. Lind,
186 Cal. App. 2d 563 (1960) ....................................................................................................... 6
23
Whyte v. Sch/age Lock Co.,
24 101 Cal. App. 4th 1443 (2002) .................................................................................................... 7
25 Statutes
26 C.C.P. § 2019.210 ............................................................................................................................. 7
27
C.C.P. § 2025.230 ...................................................................................... ....................................... 3
28
-11-
Case No. l 9-CV-345966
1 Cal. Civ. Code§ 3426.1(4)(a) ........................................................................................................... 7
2 Cal. Civ. Code§ 3426.l(d)(2) ........................................................................................................... 6

3 Cal. Civ. Code§ 3426.3(a) ............................................................................................................. 15
4
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 111 -
Case No. 19-CV-345966
I. INTRODUCTION
2 QuantumScape Corporation ("QuantumScape") seeks an injunction preventing Fisker Inc.
3 ("Fisker") from using its trade secrets relating to solid-state electrolyte battery technology. 1 The
4 Court should deny the application because QuantumScape's alleged trade secrets are not trade
5 secrets at all, both because the "trade secrets" cover information generally known and in public
6 literature, and because QuantumScape utterly failed to reasonably protect the secrecy of its "trade
7 secrets". Moreover, Quantum Scape had not and will not suffer any harm because Fisker has not
8 used (and is not using) QuantumScape non-public information, trade secret or otherwise.
9 QuantumScape (and to some extent Fisker) operate in a very crowded and competitive
IO field. Indeed, there are many researchers, scientists, and companies seeking to develop solid-state
11 electrolyte batteries, and as a result, numerous articles and patents have been published covering
12 the area. In fact, Fisker owns its own patents in this space. By its claims, QuantumScape is
13 improperly trying to prevent Fisker from pursuing appropriate and necessary research by broadly
14 claiming public materials and processes as trade secrets.
15 Further, this action arises from QuantumScape's insufficient and ineffective measures to
16 protect what it claims to be highly valuable trade secrets and its "secret sauce." QuantumScape
17 allowed a low-level technician, defendant Dong Hee "Anna" Choi ("Choi"), unfettered and
18 unmonitored access to its networks. When Choi resigned from Quantum Scape for a job at Fisker,
19 she was able to unilaterally download numerous QuantumScape files onto external drives for her
20 own use. QuantumScape also allowed her to have a phone in its lab which Choi used to take
21 pictures of QuantumScape equipment. Choi did not need to circumvent any security measures or
22 exit processes to obtain and depart with this supposedly vital information, all without
23 QuantumScape's knowledge. And QuantumScape took no steps to determine if Choi left with
24 any inappropriate material. It was only by chance (because Choi referenced a QuantumScape
25 item number on a call with a third-party supplier) did QuantumScape learn of Choi's activity.
26
1
The only relief requested in QuantumScape's Application is a preliminary injunction (a) enjoining Defendants
27 "from using any QuantumScape trade secrets and other confidential information that Choi unlawfully obtained"; and
(b) requiring Defendants to return QuantumScape trade secrets and not to use any such material not in tangible form
28 and capable of return.
-1-
Regardless, and despite Choi's unilateral actions, Fisker never wanted any QuantumScape
2 confidential information, and it has not used any QuantumScape non-public information.
3 Nonetheless, Fisker has quarantined all work and materials related to Choi's work at Fisker.
4 QuantumScape has not and will not suffer any harm from Choi's actions.
5 In order for QuantumScape to obtain preliminary injunctive relief, it must show a
6 likelihood of success on the merits and interim harm from the non-issuance of an injunction.
7 QuantumScape cannot meet that burden - its application for a preliminary injunction should be
8 denied.
9 II. STATEMENT OF FACTS
10 Founded in September 2016, Fisker is an eMobility and technology company which
11 designs and develops electric vehicles, and related electrification technologies such as future
12 battery technology. Declaration ofGeeta Gupta ("Gupta Deel.") ~4. As part of its research and
13 development, Fisker acquired patents covering solid-state electrolyte batteries. Id. at ~5. -
14
15
16 A. Recruitment and Hiring of Choi
17
18
19
20
21
22
23 Supplemental Declaration of David S. Elkins ("Supp. Elkins Deel."), Ex. 3. On-site, Choi met
24 with a few Fisker employees including Dr. Gupta, Dr. Fabio Albano ("Albano"), and Martin
25 Welch. Gupta Decl. ~7. During the technical portion of the interview, Choi interviewed
26 primarily with Albano. Id. When Albano asked to make her presentation, Choi had technical
27
28
-2-
difficulties with her own laptop, so she transferred the presentation to Albano. Fisker Depo. 2
2 116:23-117:5. Albano then displayed the powerpoint from his laptop. Id.
3 After the interviews, Fisker asked Choi to provide references. Gupta Deel. ~8; Choi Depo.
4 45: 10-21. Choi promptly provided three references, one of whom was her manager at
5 QuantumScape. Gupta Decl. ~8. Fisker reached out to Choi's references and was able to contact
6 two who offered positive comments. Id. Notably, Choi's QuantumScape manager provided
7 Fisker a very positive recommendation for her candidacy at Fisker. Id.; Wan Deel., Exs. A-8.
8 Since Choi's job at Fisker would involve using and maintaining the lab equipment
9 necessary for her duties, Fisker's director of purchasing, Matt Riley, emailed Choi for her vendor
10 preferences and recommendations for a Fisker Depo. 141 :12-142:6;
11 Supp. Elkins Deel. Ex. 6; Gupta Deel. ~l 0. The next day, Choi responded to Riley and listed out
12 four pieces of equipment she would prefer to use. Supp. Elkins Deel. Ex. 7. She also attached
13 photos of equipment (possibly from QuantumScape's lab),
15 what equipment QuantumScape used or to provide Id.
16 On December 2, 2018, Fisker made an offer of employment and sent Choi an offer letter.
17 Gupta Deel. ~12, Supp. Elkins Deel. Ex 10. Choi accepted and signed the next day. Id. After
18 some back and forth, Choi and Fisker agreed to a start date at the beginning of January. Gupta
19 Decl. ~13. Choi did not inform Dr. Gupta that she was going to be remain employed at
20 QuantumScape through December. Id.
21 On December 3, 2018, Albano emailed Choi asking her whether specific equipment fit
22 with her recommendations. Supp. Elkins Deel. Ex. 12. Riley then followed with an email -
23 Id. Again; despite Fisker never asking for QuantumScape

24 information, Choi responded to the email attaching a
25 - Supp. Elkins Deel. Ex. 13. Then on December 5, 2018, again without Fisker asking,
26 Choi provided a
27
2
"Fisker Depo" refers to the deposition ofFisker Inc. taken by plaintiff pursuant to C.C.P. Section 2025.230. Dr.
28 Gupta served as Fisker's witness at the deposition.
-3-
Case No. J9-CV-345966
Supp. Elkins Deel. Ex. 15. Most, if not all, of the items recommended by
2 Choi were items Fisker had considered and for some, even obtained quotes for, before Choi was
3 interviewed. Gupta Decl.111. More important, Fisker did not purchase most of the equipment
4 given by Choi. Id.
5 Fisker and Choi made arrangements for Choi to visit Fisker's office again on December
6 13-14, 2018. Id. at 114. The purpose of the visit was for Choi to meet employees, attend Fisker's
7 holiday lunch, and look for housing. Id. While she was at Fisker's office on these dates, Choi
8 was invited to join battery team meetings. Id. Unbeknownst to Fisker, Choi brought her
9 QuantumScape computer and apparently accessed QuantumScape's networks while she was at
10 Fisker's office. Id. at 115; Choi Depa. 64:2-8. QuantumScap~ was apparently unaware of Cho i's
11 activity until March 2019.
12 B. Choi's Employment at Fisker
13
14
15
16
17 Choi started her job at Fisker on January 2, 2019, ultimately reporting to Albano. Gupta
18 Decl.116. At Fisker, Cho i's job responsibilities included working on the
19
20
21
22
23
24
25 As part of the sintering process, setters are often used to optimally arrange ceramic pieces
26 in a kiln or furnace. Id. at 110. Setters are widely used in ceramic processing and are plates used
27 to stack ceramic pieces during firing. Id. Setters can come in many forms and can be made of
28 -different types of materials. I

-4-
2
3
5
6
IO Fisker terminated Choi's employment on April 26, 2019. Gupta Decl.118. Albano
11 resigned from Fisker on May 24, 2019. Id. at 119.
12 C. Fisker's Quarantine Efforts
13 Since the inception of this lawsuit and learning of Choi's conduct, Fisker has taken the
14 steps to purge all of Choi's work product from Fisker's research to ensure that no QuantumScape
15 information, proprietary or otherwise, is used in Fisker's research. Choi and Albano's laptops
16 and lab notebooks have been placed in a locked box in a locked room. Renna Decl.116(b).
17 Fisker is using to
18 identify and quarantine all relevant documents, experiment results, materials and methods used in
19 creation of slurries, hardware or materials proposed by Choi, or any other work product by Choi. 3
20 Id. at 116(a). All slurries made by Choi and components that used these slurries have been
21 quarantined. Id. at 1 I 6(h). All materials and chemicals that were requested by or purchased for
22 Choi have also been quarantined. Id. at 116(c). Cells (batteries) made by Fisker during Choi's
23 employment have been quarantined. Id. at116(i). Equipment, including a ball mill specified by
24 Choi and a furnace whose requisition was initiated by Choi have been quarantined. Id. at 116(g).
25 3
Because of the temporary restraining order ordered by the Court and its litigation preservation obligations, Fisker
has not been allowed to destroy or delete quarantined items and material. Fisker has locked away all physical items
26 and all quarantined equipment has been decommissioned from use. Components that cannot be put in a locked
cabinet have been put in secondary containment in the lab and labelled "Quarantine." Quarantined digital files have
27 been migrated to a separate directory with restricted access. To be clear, regardless of the Court's ruling on the
present application, and with the Court's permission, Fisker is prepared to return and/or destroy all of the Choi-
28 related material.
-5-
Case No. 19-CV-345966
Experimental observation data sheets made and used by Choi that were located locally on a lab
2 machine were migrated to a quarantine directory. Id. at~! 6(f). Work instructions written by Choi
3 have also been quarantined. Id. at ~16(k).
4 Fisker's entire battery team quarantined their existing lab notebooks and started new lab
5 notebooks. Id. at ~16(d). Fisker's current LLZO solid-state electrolyte recipe was developed
6 around May 20 I 8 prior to Choi's arrival at Fisker. Id. at ~l 6(m). This recipe was further
7 developed and initiated after Choi's departure from Fisker and was developed independently from
8 Choi. Id. Fisker now switched to using solvents that Choi did not use in her formulations. Id. at
9 ~8. All previous sintering profiles have been removed and replaced with new and different
10 sintering profiles that have been independently developed by a new employee that had no
11 previous exposure to Choi's work. Id. at~9. All work instructions and recipes for current
12 processes have been reviewed to ensure that Choi had not contributed to them. Id. at ~16(1).
13 III. ARGUMENT
14 QuantumScape cannot establish that it is likely to succeed on the merits of its claims,
15 thus the Court should not grant a preliminary injunction. Preliminary injunctive relief is an
16 extraordinary remedy that should be applied only when it is clear that sufficient cause for hasty
17 action exists. West v. Lind, 186 Cal. App. 2d 563, 565 (1960). "In deciding whether to issue a
18 preliminary injunction, a court must weigh two 'interrelated' factors: (I) the likelihood that the
19 moving party will ultimately prevail on the merits and (2) the relative interim harm to the
20 parties from issuance or nonissuance of the injunction." New Life Scis., LLC v. Weinstock, 197
21 Cal. App. 4th 676,686(2011).
22 A trade secret misappropriation claim "requires a plaintiff to show the plaintiff owned
23 the trade secret; at the time of misappropriation, the information was a trade secret; the
24 defendant improperly acquired, used, or disclosed the trade secret; the plaintiff was harmed;
25 and the defendant's acquisition, use, or disclosure of the trade secret was a substantial factor in
26 causing the plaintiff harm." AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App.
27 5th 923, 942 (2018). A plaintiff must make reasonable efforts to maintain the secrecy of the
28 information. Cal. Civ. Code § 3426.1 (d)(2); In re Providian Credit Card Cases, 96 Cal. App.
-6-
4th 292, 306 (2002) (information claimed as a trade secret "must have been protected by
2 'efforts that are reasonable under the circumstances to maintain its secrecy"'). QuantumScape's
3 claim will fail because, at minimum, its alleged trade secrets are not trade secrets, it has failed
4 to protect the secrecy of its information, and it has not suffered any harm from Fisker. 4
5 A. QuantumScape's Claimed Trade Secrets are Not Trade Secrets
6 For each of its alleged trade secrets, QuantumScape must establish that the matter sought
7 to be protected is information (I) that derives independent economic value from not being
8 generally known to the public; and (2) that is subject to reasonable efforts to keep secret. Cal.
9 Civ. Code§ 3426.1(4)(a); Whyte v. Schlage Lock Co., 101 Cal. App. 4th 1443, 1454 (2002)
10 (citing Abba Rubber Co. v. Seaquist, 235 Cal. App. 3d 1, 18 (1991)). Simply labeling
11 information as a trade secret or as confidential information does not make it a trade secret. See
12 Thompson v. lmpaxx, Inc., 113 Cal. App. 4th 1425 (2003). Further, under C.C.P. section
13 2019.210, a plaintiff must "identify or designate the trade secrets at issue with 'sufficient
14 particularity' ... by distinguishing the trade secrets 'from matters of general knowledge in the
15 trade or of special knowledge of those persons ... skilled in the trade."' Advanced Modular
16 Sputtering, Inc. v. Superior Court, 132 Cal.App.4th 826, 835 (2005). QuantumScape cannot
17 make the required showing.
18 i. QuantumScape's Alleged Trade Secrets Are Generally Known Or In

Public Literature.
19
Failing the most basic test, QuantumScape's claimed trade secrets are generally known,
20
in the public domain (through articles and patents), or are processes already conducted by
21
Fisker. To qualify as a trade secret, the information "must be secret, and must not be of public
22
knowledge or of a general knowledge in the trade or business." AMN Healthcare, 28 Cal. App.
23
5th at 943. "Public disclosure, that is the absence of secrecy, is fatal to the existence of a trade
24
secret." In re Providian Credit Card Cases, 96 Cal. App. 4th 292, 304 (2002). As one example,
25
it is well-established that "disclosure of a trade secret in a patent places the information
26
27
4
Fisker does not concede that it committed any act of misappropriation under the CUTSA. For purposes of the
28 present application, in light of Choi's conduct, Fisker is addressing QuantumScape's other failures to meet its burden.
-7-
Case No. 19-CV-345966
comprising the secret into the public domain." TMC Aerospace, Inc. v. Elbit Sys. ofAm. LLC,
2 No. CV 15-07595-AB (EX), 2016 WL 3475322, at *4 (C.D. Cal. Jan. 29, 2016); Agency
3 Solutions. Com, LLC v. TriZetto Grp., Inc., 819 F. Supp. 2d 1001 (E.D. Cal. 2011) ("Proprietary
4 ways of doing the same thing that others in the same field do are not trade secrets").
5 1. Quantum Scape's 2019 .210 Disclosure
6 In QuantumScape's 2019.210 disclosure (submitted contemporaneously with its
7 application and unamended), it lists three subjects as its alleged trade secrets. Wan Deel. Ex.
8 C. All three subjects are disclosed in public literature or QuantumScape's own patents:
9 •
10
11
12
13
14
15
16
I
17
18
19
20
21
I
22
23
24
25
26
27
28
-8-
2
QuantumScape's 2019.210 disclosure also includes
3
Wan Deel. Ex. C. Fisker conducted a
4
forensic search for these filenames and did not locate any of the files on Cho i's Fisker computer.
5
Wan Deel. ~2. QuantumScape never made these files available to Fisker, so Fisker has never
6
seen the contents of any of these files. Id. Thus, although Fisker is unable to assess whether the
7
files contained trade secrets, Fisker did not possess any of the files. 5
8
2. OuantumScape's Supplemental Declaration of Timothy Holme
9
Instead of properly amending its 2019.210 disclosure, QuantumScape filed a
10
supplemental declaration significantly expanding upon its previous trade secret claims.
11
Supplemental Declaration of Timothy Holme ("Supp. Holme Decl."). 6 Despite not providing
12
Fisker with an amended 2019 .210 disclosure, Quantum Scape tries to broaden what it claims to
13
be its trade secrets by providing six topics that it claims were disclosed by Choi in powerpoints.
14
Supp. Holme Deel. ~ 6. Although Fisker need only respond to the disclosures in
15
QuantumScape's 2019.210 statement, the trade secret claimed in the Supplemental Holme
16
Declaration also fail to meet the trade secret standard:
17
•
18
19
20
21 I
22
23
24
25 I
26
5
QuantumScape apparently did not review all of the files it claims to be trade secrets because the list of files
27 included an empty index file used by all instances of Microsoft One Notebook software.
6
On June 14, 2019, Quantum Scape filed two supplemental declarations. The declarations (especially the Elkins
28 declaration) are essentially a blatantly improper end-around the page limit set by the Rules of Court.
-9-
2
3
4
5
6
I
7
10
11
12
13
I
14
15
16
17
18
19
20
21
22
Supp. Holme Deel. ,r 6f. This claim fails the specificity
23
requirements of a trade secret. QuantumScape cannot broadly assert that
24
- are trade secrets without further detailing precisely what it is claiming to be a trade secret.
25
ii. The Processes Claimed by QuantumScape as Trade Secrets Are
26 Covered in Fisker's Patents
27 QuantumScape's is not only claiming trade secrets disclosed in public literature, they are
28 also claiming information disclosed by Fisker in its own patent applications. In November
- 10 -
Case No. l 9:CV-345966
2017, Fis~er filed a Patent Cooperation Treaty Application. Declaration of Patrick J. Coyne
2 ("Coyne Deel.") at ,rs. This application was published by the World Intellectual Property
5
6
9 Among other claims related to solid-state electrolyte batteries, Fisker's published PCT
10 application specifically discloses which
11 QuantumScape is claiming to be a trade secret. ldatififl6-17. Fisker's published PCT
12 application also disclosed
13 which Quantum Scape contends is a trade secret. Id. at ,r,r 18-22. Further,
14 Fisker's published PCT application discloses
which QuantumScape is claiming to be a trade

15 --
16 secret. Id. at ,r,r25-29. Lastly, Fisker's published PCT application also discloses
18 In addition, Fisker filed a number of additional provisional applications on August 23
19 and 23, 2018. Id at if l 0. These applications have not yet been published. Id. Nonetheless, they
20 evidence additional background information that was in Fisker's possession prior to November
21 12, 2018. Id. These applications also disclose a number of
22
23
24
25
26
27 - QuantumScape alleges as trade secrets. Id. at ,r,r43-46.
28
- 11 -
Case No. 19-CV-345966
QuantumScape cannot claim as trade secrets processes and materials that Fisker was
2 already using and disclosed in its patents.
3 iii. Equipment listed in Choi's Emails are not Secrets
4 QuantumScape attempts to claim its selection and arrangement of specific lab equipment
5 as a trade secret. Matters of public knowledge or of general knowledge in an industry cannot
6 be appropriated by one as his secret. Aetna Bldg. Maintenance Co., 39 Cal. 2d 198, 206 (1952)
7 (holding that plaintiff's equipment was not a trade secret because it was not unusual or secret
8 equipment). None of this equipment or how it is organized in the lab can be claimed as a trade
9 secret in any way. All of the equipment is publicly available. In fact, much of the equipment
IO and quotes had already been researched by Fisker prior to interviewing Choi. Gupta Deel. ~11.
11 Choi herself did not believe the specifications and recommendations for the equipment were
12 confidential because it was all commercially available. Choi Depo. 48:24-49: 15. Although
13 Choi may have emailed recommendations of QuantumScape's equipment to Fisker,
14 recommendations based on her experience, preference, and what equipment the lab needs does
15 not qualify as a trade secret.
I6 As is evident, whether referring to the existing 2019 .210 statement, or the Supplemental
17 Holme Declaration, QuantumScape is seeking an injunction covering what it calls its "Trade
18 Secrets" that would necessarily and improperly cover published and publicly known material.
19 To the extent QuantumScape believes that far narrower and specific processes that are within
20 the broad categories identified above qualify as trade secrets, they have not been identified to
21 Fisker or the Court. At this stage, however, as defined in its application, QuantumScape has
22 failed to meet its burden to establish that it has actionable trade secrets. Its application should
23 be denied.
24 B. QuantumScape Did Not Take Reasonable Steps to Protect the Secrecy of its
25 Alleged Trade Secrets.
26 Even before Fisker has taken any discovery, it is beyond argument that QuantumScape
27 has not taken the sufficient reasonable measures to protect the information it claims are its
28 invaluable trade secrets. A plaintiff must undertake reasonable efforts to maintain the secrecy
- 12 -
of the information it is claiming to be a trade secret. See In re Providian Credit Card Cases at
2 306 (information claimed as a trade secret "must have been protected by 'efforts that are
3 reasonable under the circumstances to maintain its secrecy"'); DVD Copy Control Assn., Inc. v.
4 Bunner, 116 Cal. App. 4th 241, 251 (2004) (citing Cal. Civ. Code. § 3426.1, subd. (d). ); San
5 Jose Cons tr., Inc. v. S.B. C. C., Inc., 155 Cal. App. 4th 1528, 1543 (2007).
6 QuantumScape claims that it uses "various protocols" to protect its information, but the
7 reality is that its "protocols" were insufficient, ineffective, and unenforced. Ex Parte App. at
8 13. Indeed, QuantumScape's own allegations are evidence that it failed to take the reasonable
9 steps to keep its information secret. As a low-level technician, Choi was easily able to
IO download 8 USB sticks worth of information from QuantumScape's SharePoint and other
11 storage and take these files home. Supp. Elkins Decl.125; Choi Depa. 19:6-8, 102:5. She was
12 able to bring her QuantumScape laptop anywhere she wanted, including public places (airport)
13 and even to her interview at Fisker. Choi Depo. 47:18-23, 57:18-23, 60:25-61:7. She was
14 allowed to remotely VPN into the system and download allegedly confidential and proprietary
15 document, including, as QuantumScape claims, the alleged trade secrets at issue here, without
16 any added security or monitoring. Choi Depo. 57:21-58: 11. Choi would also use her personal
17 email for work, and regularly emailed QuantumScape files to her personal email account. Ex
18 Parte App. at 16.; Choi Depo. 64: 1-66:3. Further, Choi was even able to have phone access in
19 QuantumScape's lab, allowing her to take photos of QuantumScape equipment and materials.
20 Supp. Elkins Decl.19. QuantumScape has presented no evidence that it maintained or
21 enforced any obstacle or resistance to Choi's actions. As a technology company,
22 QuantumScape did not have a single protocol in place that would have been triggered by the
23 litany of reckless conduct by Choi.
24 Quantum Scape's use of the tracking service Sky High does not help its cause. While
25 SkyHigh permitted QuantumScape to monitor access to its cloud network for the past ninety
26 days, it obviously only works if you check it. QuantumScape either had no protocol to do so,
27 or did not do so competently.
28 Choi Depo. 45:14-21; Gupta Decl.110. If

- 13 -
Case No. 19-CV-345966
QuantumScape truly had reasonable protocols to keep its technology and processes a secret, its
2 knowledge that Choi was going to work for an alleged competitor should have, at minimum,
3 caused QuantumScape to make some review of Choi's conduct around the time of her
4 departure. Instead, QuantumScape sat on its hands for four months before they began
5 investigation into Choi, and only a f t e r - informed QuantumScape of their call with
6 Fisker. In an instance when an employee who has access to supposed valuable trade secrets
7 leaves for a competitor, it is wholly unreasonable for a company such as QuantumScape to be
8 completely unaware of the access and downloads of numerous files containing its supposed
9 most important trade secrets.
10 C. QuantumScape Has Not and Will Not Suffer Any Harm
11 Even if the Court was to conclude that QuantumScape has met the standard to establish
12 that it has one or more trade secrets, QuantumScape has not and will not suffer any damage from
13 Fisker. To succeed on a trade secret misappropriation claim, QuantumScape must show that
14 Fisker's alleged improper acquisition of the alleged trade secrets caused QuantumScape harm.
15 See AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App. 5th at 942 (2018).
16 First, QuantumScape has not shown, and cannot show, that any of its alleged trade secrets
17 are being used by Fisker for any purpose. Despite receiving a document production and
18 conducting two depositions, QuantumScape has not presented any evidence that the information
19 was ever actually used at Fisker. As Choi testified in her deposition,
20
21
22
24 Second, Fisker's battery technology is based on its own patents, trade secrets, and publicly
25 known material. Id. at ,r4. To the extent any of the information disclosed by Choi is a trade
26 secret, Fisker has not used and is not using such information in its battery development work.
27 Third, even if Choi's work during her brief tenure at Fisker did use Quantum Scape
28 information (confidential or otherwise), Fisker has taken immediate and appropriate steps to
- 14 -
purge all of Choi' s work product from Fisker' s research to ensure that no Quantum Scape
2 information is or can be used in Fisker's research. Choi and Albano no longer work for Fisker -
3 both have been gone for months. Gupta Decl.1117-19. And as detailed in Dr. Renna's
4 declaration and above, Fisker has quarantined laptops, Choi's work product, and equipment
5 related to Choi's employment. Renna Decl.118-9, 14-16.
6 Additionally, Fisker's entire battery team has quarantined their existing lab notebooks and
7 started new lab notebooks. Id. at 116(d). Fisker's current LLZO solid-state electrolyte recipe was
8 developed around May 2018 prior to Choi's arrival at Fisker. Id. at 116(m). This recipe was
9 further developed initiated after Choi's departure from Fisker and was developed independently
10 from Choi. Id. All previous sintering profiles have been removed and replaced with new and
11 different sintering profiles that have been independently developed by a new employee that had
12 no previous exposure to Choi's work. Id. at 19. All work instructions and recipes for current
13 processes have been reviewed to ensure that Choi had not contributed to them. Id.
14 Finally, both QuantumScape and Fisker are in the development stage of their respective
15 development process, and are a long way away from marketing any product. Accordingly,
16 QuantumScape has not suffered any actual loss from any Fisker conduct. See Cal. Civ. Code Sec.
17 3426.3(a). And in light of the prophylactic measures taken by Fisker as outlined above,
18 QuantumScape cannot establish that Fisker has been unjustly enriched by Choi's conduct. Id.
19 IV. CONCLUSION
20 For the foregoing reasons, QuantumScape's application for a preliminary injunction
21 should be denied.
22
Dated: July 8, 2019 ORRICK, HERRINGTON & SUTCLIFFE LLP
23
24
By: Isl Robert S. Shwarts
25 Robert S. Shwarts
26 FISKER INC.
27
28
- 15 -
Electronically Filed
ROBERTS. SHWARTS (STATE BAR NO. 196803) by Superior Court of CA,
rshwarts@orrick.com County of Santa Clara,
2 MICHAEL D. WEIL (STATE BAR NO. 209056) on 7/9/2019 12:11 AM
mweil@orrick.com Reviewed By: Yuet Lai
3 SPENCER H. WAN (STA TE BAR NO. 304329)
swan@orrick.com
Case #19CV345966
4 MARIAN. SOKOVA (STATE BAR NO. 323627) Envelope: 3100651
msokova@orrick.com
5 ORRICK, HERRINGTON & SUTCLIFFE LLP
The Orrick Building
6 405 Howard Street
San Francisco, CA 94105-2669
7 Telephone: +1 415-773-5700
Facsimile: + 1 415-773-5759
8
9 FISKERINC.

Delaware company,
13 DECLARATION OF DR. GEETA
GUPTA IN SUPPORT OF FISKER'S
14 Plaintiff, MOTION TO SEAL PORTIONS OF
FISKER'S OPPOSITION TO ENTRY
15 V. OF A PRELIMINARY INJUNCTION
AND SUPPORTING DOCUMENTS
16 FISKER INC., a Delaware company, DONG
HEE "ANNA" CHOI, an individual resident of Date: July 25, 2019
17 California, FABIO ALBANO, an individual Time: 9:00 a.m.
resident of California, and DOES 1-10, Judge: Hon. Helen E. Williams
18 inclusive, Dept.: 10
19 Defendant.
20
21
22
23
24
25
26
27
28
GUPTA OECL. ISO MOTION TO SEAL

CASE No. 19-CV-345966
I, Geeta Gupta, declare:
2 1. I am President and CFO at Fisker Inc. and have worked for the company in that role
3 since 2017. I have been with the company in other roles since September 2016. I make this
4 declaration in support of Defendant Fisker's Motion to Seal Portions of Fisker's Opposition to
5 Entry of a Preliminary Injunction and Supporting Documents. I make this declaration based on
6 my own personal knowledge. If called to testify as a witness to these matters, I could do so
7 competently.
8 2. In my role as President and CFO, I am responsible for operations and finance,
9 including human resources, purchasing, and program management. I am also on the Fisker board
IO of directors and on Fisker's battery advisory board.
11 3. Given my role at Fisker, I am familiar with the technology, human resources, and
12 operations related information that Fisker maintains as confidential and have knowledge of the
13 business reasons for doing so.
14 4. I have reviewed the Declaration of Lawrence Renna in support of Fisker's Opposition
15 to Entry of a Preliminary Injunction ("Renna Deel") and the Declaration of Geeta Gupta in
16 support of Fisker's Opposition to Entry of Preliminary Injunction ("Gupta Deel.").
17 5. As described below, the Renna Deel. and the Gupta Deel. contains information that
18 Fisker considers and treats as co11fidential information. Disclosure of this information would
19 provide Fisker's competitors insight into Fisker's current strategy, research, and proprietary
20 information. If publicly disclosed, this information would present competitors an unfair business
21 advantage.
22 6. Fisker has filed a number of non-public, provisional patent applications. These
23 provisional patent applications are not disclosed to the public and are maintained as confidential.
24 Fisker considers and treats these provisional patent applications as confid~ntial information.
25 Disclosure of this information would provide Fisker's competitors insight into Fisker's current
26 research and proprietary information. If publicly disclosed, this information would present
27 competitors an unfair business advantage.
28
-1-
GUPTA DECL. ISO MOTION TO SEAL
CASE NO. 19-CV-345966
7. Fisker Employees are required to review and acknowledge receipt of the Fisker
2 Employee Handbook which includes a section on confidential information and non-disclosure.
3 Fisker restricts access to its lab and information to authorized employees only. Additionally,
4 Fisker stores its confidential information and research on a secure server.
5 8. Fisker takes great efforts to maintain confidentiality of its research, development,
6 selections of materials, specific suppliers or contractors it partners with, third-party researches it
7 partners with, as well as its business strategies and information. Fisker makes all employees
8 review and sign a Confidential Information and Invention Assignment Agreement which has
9 employees confirm confidentiality, that all of their work product will be part of Fisker, and that
10 they agree to not having any conflicts.
11 9. In reviewing the Renna Deel. this document contains information about Fisker's
12 current practices, research, strategy, and commercially sensitive information that would provide
13 an unfair advantage to Fisker's competitors.
14 a) In reviewing paragraph 4, the second and third sentences disclose Fisker's
15 current research direction and materials. This information is confidential and Fisker treats it as
16 such. Disclosing this information would create an unfair advantage to Fisker's competitors.
17 b) In reviewing paragraph 6, sections (a), (b), and (c) of this paragraph
18 disclose confidential information regarding materials and processes used by Fisker currently and
19 in the past. Fisker treats this information as confidential and it is not publicly known or disclosed.
20 c) In reviewing paragraph 7, portions of this paragraph disclose confidential
21 information regarding materials, processes, and specific manufacturers and distributors used by
22 Fisker. Fisker treats this information as confidential and it is not publicly known or disclosed.
23 d) In reviewing paragraph 8, this paragraph discloses confidential information
24 regarding materials and processes used by Fisker currently and in the past. Fisker treats this
25 information as confidential and it is not publicly known or disclosed.
26 e) In reviewing paragraph 9, portions of this paragraph disclose confidential
27 information regarding materials, processes, and specific manufacturers and distributors used by
-2-
CASE No. l 9-CV-345966
f) In reviewing paragraph 11, this paragraph discloses confidential
2 information regarding materials and processes used by Fisker in the past compared to what it
3 currently uses. This paragraph further discloses specific manufacturers and distributors used by
5 g) In reviewing paragraph 12, this paragraph discloses confidential
6 information regarding materials-and processes used by Fisker. Fisker treats this information as
7 confidential and it is not publicly known or disclosed.
8 h) In reviewing paragraph 13, this paragraph discloses confidential
9 information regarding materials and processes used by Fisker currently in its research and
lO development. Fisker treats this information as confidential and it is not publicly known or
11 disclosed.
12 i) In reviewing paragraph 16, this paragraph discloses confidential
13 information regarding materials, processes, and business practices used by Fisker. Fisker treats
14 this information as confidential and it is not publicly known or disclosed.
15 IO. In reviewing the Gupta Deel. this document contains information about Fisker's
16 current practices, research, strategy, and commercially sensitive information that would provide
17 an unfair advantage to Fisker's competitors.
18 a) In reviewing paragraph 5, this paragraph discloses confidential information
19 regarding Fisker's research direction and personnel. Fisker treats this information as confidential
20 and it is not publicly known or disclosed.
21 b) In reviewing paragraph 6, this paragraph discloses confidential information
22 regarding Fisker's hiring processes and needs. Fisker treats this information as confidential and it
23 is not publicly known or disclosed. Candidates are required to sign a non-disclosure agreement
24 before interviewing.
25 c) In reviewing paragraph I 0, this paragraph discloses confidential
26 information regarding Fisker's equipment needs related to its technology. Fisker treats this
27 information as confidential and it is not public known or disclosed.
28
-3-
CASE NO. l 9-CV-345966
d) In reviewing paragraph 11, this paragraph discloses confidential
2 information regarding Fisker's equipment needs related to its technology. Fisker treats this
3 information as confidential and it is not publicly known or disclosed.
4 e) In reviewing paragraph 16, this paragraph discloses confidential
5 information regarding Fisker's scientific processes, hiring needs, and internal job responsibilities.
6 Fisker treats this information as confidential and it is not publicly known or disclosed.
7 f) In reviewing paragraph 18, this paragraph discloses confidential human
8 resource information regarding Fisker's internal decision-making and policies. Fisker treats this
9 infonnation as confidential and it is not publicly known or disclosed.
10
11 I declare under penalty of perjury that the foregoing is true and correct, and that this declaration
12 was executed on July~. 2019, in Lt,s hvw~US. California

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GUPTA OECL. ISO MOTION TO SEAL
CASE No. I 9-CV-345966
E-FILED
4/12/2019 9:00 AM
1 Ronald S. Lemieux (State Bar No. 120822) Clerk of Court
ronald.lemieux@squirepb.com Superior Court of CA,
2 David S. Elkins (State Bar No. 148077) County of Santa Clara
david.elkins@squirepb.com 19CV345966
1801 Page Mill Road, Suite 110 Reviewed By: Patricia Hernandez
4 Palo Alto, California 94304
Telephone: +1 650 856 6500
5 Facsimile: +1 650 843 8777
6 Joseph A. Meckes (State Bar No. 190279)

7 Joseph P. Grasser (State Bar No. 255156)
Telephone: +1 415 954 0200
10 Facsimile: +1 415 393 9887

12
14 FOR THE COUNTY OF SANTA CLARA
15
16 QUANTUMSCAPE CORPORATION, a Case No. 19CV345966

Delaware company,
17 COMPLAINT FOR TRADE SECRET
Plaintiff, THEFT AND INTENTIONAL
18 INTERFERENCE WITH CONTRACTUAL
v.
RELATIONS
19
FISKER INC., a Delaware company,
20 DONG HEE “ANNA” CHOI, an individual JURY TRIAL DEMANDED
resident of California, and DOES 1-10,
21 inclusive,
22 Defendants.
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1 Plaintiff QUANTUMSCAPE CORPORATION (“QuantumScape”) complains against
2 defendants FISKER INC. (“Fisker”), DONG HEE “ANNA” CHOI (“Choi”), and DOES 1
3 through 10, inclusive (collectively “Defendants”), as follows:
4 OVERVIEW
5 1. In concert with ex-QuantumScape employee Choi, Fisker willfully and
6 maliciously misappropriated QuantumScape’s trade secrets. Defendants are acting in concert to
7 use the stolen trade secrets to compete against QuantumScape in developing solid-state lithium
8 batteries used to power electric vehicles. Defendants’ actions violate California’s Uniform Trade
9 Secrets Act (Civ. Code §3426, et seq.). By inducing Choi to violate the provisions of her
10 confidentiality agreement with QuantumScape, Fisker has also intentionally interfered with the
11 contractual relations between Choi and QuantumScape and continues to do so. Defendants’
12 illegal and unscrupulous conduct must be immediately restrained and enjoined by this Court to
13 curtail the irreparable harm that they are causing QuantumScape.
14 PARTIES
15 2. QuantumScape is a Delaware company with a principal place of business located
16 at 1730 Technology Drive, San Jose, California. QuantumScape is an innovation company that
17 has developed groundbreaking technology for the manufacture of solid-state lithium ion batteries
18 for powering electric vehicles that are more powerful, efficient and safe than existing lithium ion
19 batteries.
20 3. Fisker is a Delaware company with its principal place of business at
21 1580 Francisco Street, Suite B, Torrance, California. According to its public statements, Fisker is
22 developing solid-state batteries that would compete with those developed by QuantumScape.
23 4. Choi is an individual resident of California, a former QuantumScape employee,
24 and currently an employee of Fisker in Torrance. QuantumScape is informed and believes and
25 therefore alleges that Choi now resides on Crenshaw Blvd. in Torrance, California.
26 5. Defendants DOES 1 through 10, inclusive, are sued pursuant to the provisions of
27 Code of Civil Procedure section 474. QuantumScape does not know the true names and
28 capacities of DOES 1 through 10, and will seek to amend this Complaint to set forth their true
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1 names and capacities when ascertained. QuantumScape is informed and believes, and on that
2 basis alleges, that each of these fictitiously-named defendants is responsible in some manner for
3 the occurrences alleged below, and that they proximately caused the damages alleged here.
4 JURISDICTION AND VENUE
5 6. The Court has jurisdiction over this action because this is a civil action seeking
6 injunctive relief under the laws of the State of California between two companies based here.
7 7. Venue is proper in this Court because (a) the trade secret theft central to
8 QuantumScape’s allegations and claims occurred in Santa Clara County, and (b) Fisker’s tortious
9 acts have been aimed at and harmed QuantumScape in this county.

10 FACTUAL ALLEGATIONS
11 QuantumScape Develops Trade Secret-Protected Processes for

Making Next-Generation Solid-State Lithium Ion Batteries
12
13 8. Since its founding in 2010, QuantumScape has made extraordinary advances in the
14 development of solid-state lithium ion batteries. Traditional lithium ion batteries use highly
15 flammable liquid electrolytes to separate the battery’s lithium electrodes. QuantumScape’s next-
16 generation, solid-state battery technology foregoes liquid electrolytes in favor of a proprietary
17 solid-state electrolyte. The resulting QuantumScape design results in a higher capacity battery
18 within a smaller form factor, and one that is far more stable, safe and efficient compared to the
19 lithium ion batteries currently available.
20 9. QuantumScape’s revolutionary technology is safer than lithium ion batteries now
21 available because of its solid-state electrolyte. Lithium is one of the most reactive elements on
22 the periodic table. Reported explosions and fires resulting from collisions involving electric
23 vehicles and in airplane cargo holds generally are thought to occur because of reactions between
24 the lithium and liquid electrolytic compounds in the lithium ion batteries of today.
25 10. Through years of painstaking research and large financial investments,
26 QuantumScape has developed unique methods to create thin, solid-state ceramic electrolytes from
27 proprietary compounds. Protected both through patents and as trade secrets, QuantumScape’s
28 proprietary ceramic electrolyte and manufacturing process has unique characteristics that permit
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1 lithium ions to pass from the anode to the cathode side of the battery as efficiently as liquid
2 electrolytes, while eliminating or greatly reducing the risk of fire or explosion. QuantumScape
3 has invested vast human and financial resources developing this technology which holds great
4 promise for electric vehicles of the future.
5 11. The materials and methods used for fabricating QuantumScape’s solid-state
6 batteries are maintained as the company’s trade secrets. These trade secrets include not only the
7 chemical composition and methods of manufacturing the batteries themselves, but also the
8 chemical composition and physical characteristics of the components necessary to manufacture
9 the batteries and the chemical compounds used during that process.
10 12. QuantumScape’s dramatic innovations in solid-state lithium technology have
11 generated hundreds of millions in investments. In mid-2018, QuantumScape received a

12 $100,000,000 investment from Volkswagen AG. QuantumScape and Volkswagen have also
13 created a joint venture to establish mass production of solid-state lithium batteries for electric
14 vehicles.
15 Anna Choi Misappropriates Confidential Technical Documents

From QuantumScape Before Resigning In December 2018
16
17 13. From December 5, 2012 through December 21, 2018, Choi was employed by
18 QuantumScape as a member of the research team working on solid-state electrolyte technology.
19 14. As a condition of her employment, Choi signed QuantumScape’s standard non-
20 disclosure agreement, (“Choi’s Confidentiality Agreement”), a true and correct copy of which is
21 attached as Exhibit A. Choi’s Confidentiality Agreement provides in pertinent part that
22 during and after my employment with the Company, I will hold in the
strictest confidence, and will not use (except for the benefit of the
23 Company during my employment) or disclose to any person, firm, or
corporation (without written authorization of the President or the Board
24 of Directors of the Company) any Company Confidential Information.
25 I understand that “Company Confidential Information” means any non-

public information that relates to the actual or anticipated business,
26 research or development of the Company, or to the Company’s
technical data, trade secrets, or know-how, including, but not limited
27 to, research, product plans, or other information regarding the
Company’s products or services and markets therefor, customer lists
28 and customers (including, but not limited to, customers of the
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1 Company on which I called or with which I may become acquainted
during the term of my employment), software, developments,
2 inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances,
3 and other business information; provided, however, Company
Confidential Information does not include any of the foregoing items
4 to the extent the same have become publicly known and made generally
available through no wrongful act of mine or of others.
5
6 15. At QuantumScape, Choi was deeply involved in developing the solid-state battery
7 technology – whether patented or protected as trade secrets – that is the subject of this action.
8 She was and is aware of the vast resources in terms of time, personnel and money that
9 QuantumScape expended to develop its solid-battery technology and the significant advances in
10 the art this technology represents.
16. Choi was a trusted member of QuantumScape’s research team. She had
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12 controlled, password-protected access to the highly confidential and proprietary technical

13 information and data necessary to develop and manufacture QuantumScape’s proprietary
14 technology.
15 17. Choi tendered her resignation from QuantumScape on or about December 17,
16 2018. QuantumScape is informed and believes and therefore alleges that Choi had obtained
17 employment with Fisker before resigning from QuantumScape.
18 18. On December 21, 2018, in connection with the termination of her QuantumScape
19 employment, Choi signed a “Termination Certification,” certifying that
20 I do not have in my possession, nor have I failed to return, any

devices, records, data, notes, reports, proposals, lists,
21 correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, any other documents or property, or
22 reproductions of any and all aforementioned items belonging to
QuantumScape, its subsidiaries, affiliates, successors or assigns
23 (together, the “Company”).
24 Choi further certified her understanding that she was obligated to
25 preserve as confidential all Company Confidential Information and

Associated Third Party Confidential Information, including trade
26 secrets, confidential knowledge, data, or other proprietary
information relating to products, processes, know-how, designs,
27 formulas, developmental or experimental work, computer
programs, databases, other original works of authorship, customer
28 lists, business plans, financial information, or other subject matter
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1 pertaining to any business of the Company or any of its employees,
clients, consultants, or licensees.
2
3 19. During her exit interview on December 21, 2018, Choi reported that she intended
4 to take a position as a Battery Technology Scientist, Material Scientist or Process Engineer, but
5 she refused to identify her new employer.
6 20. Choi lied. Contrary to the promises made in her confidentiality agreement with
7 QuantumScape and in the Termination Certification she signed, Choi was working in concert
8 with Fisker to steal QuantumScape’s sensitive trade secrets and use them for Fisker’s benefit.
9 21. On December 11 and 12, 2018 – while still working for QuantumScape – Choi
10 emailed highly confidential QuantumScape materials to her personal Yahoo email account. The
11 materials included closely guarded trade secret information, such as equipment settings used in
12 manufacturing the solid-state components, specific chemical specifications and supplier

13 information, and an unpublished, confidential provisional patent application. Choi had no

14 legitimate business reason for emailing herself these highly confidential materials.
15 22. Choi used accumulated personal time off time to take off a vacation day on Friday,
16 December 14, 2018. At about 8:50 a.m. that day, Choi used her external QuantumScape log-in
17 credentials and password to access QuantumScape’s secure intranet. She did so from an internet
18 protocol address (“IP address”) publicly associated with Fisker. From 8:50 a.m. to 3:38 p.m. that
19 day, Choi repeatedly accessed QuantumScape’s confidential SharePoint document site from
20 Fisker’s IP address. From that repository Choi reviewed and downloaded several dozen highly
21 confidential technical documents to which she had been granted restricted access for purposes of
22 her work for QuantumScape. Choi had no legitimate business reason to access QuantumScape’s
23 secure intranet system or download documents that day, let alone via an IP address associated
24 with Fisker. Moreover, given her work assignments as of December 2018, she had no legitimate
25 business reason to access any of the files she reviewed and/or downloaded from QuantumScape’s
26 confidential SharePoint site on December 14, 2018, or any time after.
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1 23. QuantumScape is informed and believes and on that basis alleges that on Friday,
2 December 14, 2018, Choi
3 o visited Fisker’s Torrance, California headquarters,
4 o accessed QuantumScape’s secure intranet system,
5 o in turn accessed QuantumScape’s confidential SharePoint site,
6 o reviewed and downloaded many highly confidential technical documents that
7 comprise, disclose or otherwise reflect containing QuantumScape’s trade secrets,
8 and
9 o shared the QuantumScape materials with Fisker personnel.

10 Defendants have since acted in concert to use QuantumScape’s trade secrets to Fisker’s advantage
11 and QuantumScape’s detriment.

12 24. QuantumScape is further informed and believes and on that basis alleges that
13 Fisker personnel knew or should have known that Choi was misappropriating QuantumScape’s
14 proprietary trade secret materials, and that Fisker personnel facilitated the misappropriation by
15 giving Choi the means to accomplish her scheme.
16 25. On the evening of Saturday, December 15, 2018, while still employed by
17 QuantumScape, and in furtherance of her scheme with Fisker to misappropriate QuantumScape’s
18 trade secrets, Choi used her external log-in credentials and password to access QuantumScape’s
19 secure intranet from an external IP address. She downloaded more highly confidential technical
20 documents and specifications. Again, Choi had no legitimate business reason to access and
21 download these materials.
22 26. From Monday, December 17 through Friday, December 21, 2018, also in
23 furtherance of her scheme with Fisker to misappropriate QuantumScape’s trade secrets, Choi
24 continued accessing or trying to access the company’s highly confidential technical documents
25 and specifications for which she had no legitimate business purpose. For example, company
26 access logs show that on December 17 and 18, 2018, Choi attempted to access secure intranet
27 team sites devoted to technical areas with which she had no involvement and had no legitimate
28 business reason to access.
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1 27. On December 17-19, 2018, Choi tried to cover her tracks by deleting certain email
2 records from her QuantumScape email account. In an obvious attempt to ensure that she removed
3 emails from QuantumScape’s email backup files and her “deleted items” folder, Choi “hard
4 deleted” certain emails (pressing a combination of the Shift+Delete keys at the same time and
5 confirming in a pop-up warning dialogue box that she wished to permanently delete the selected
6 emails). Choi had no legitimate business reason to “hard delete” any emails from her company
7 email account.
8 QuantumScape Discovers Fisker’s Theft and Use of Stolen QuantumScape Trade Secrets
9 28. On March 19, 2019, a third party supplier (“Supplier”) notified QuantumScape
10 that another company was seeking to purchase a certain chemical compound. The request made
11 Supplier suspicious because the other company’s request specified the very same confidential
12 product and lot numbers used only in connection with QuantumScape’s specialized, proprietary
13 chemical compound. Only a few individuals at QuantumScape knew Supplier’s unique product
14 and lot numbers for the proprietary chemical compound. Choi was one of them.
15 29. On April 3, 2019, Supplier told QuantumScape that it had again been contacted by
16 the company seeking to purchase QuantumScape’s proprietary chemical compound. According
17 to Supplier, the individual requesting the chemical compound had also referred to certain
18 specifications of the chemical compound, including, among others, QuantumScape’s unique
19 particle size. The specifications used by the requesting individual are unique to QuantumScape
20 and closely guarded trade secrets, known only to a few individuals at QuantumScape, Choi
21 included.
22 30. QuantumScape is informed and believes and on that basis alleges that Fisker is the
23 company seeking to purchase QuantumScape’s unique chemical compound from Supplier.
24 31. QuantumScape is further informed and believes and on that basis alleges that by
25 virtue of its employment of Choi and her illegal cooperation, Fisker now has access to at least
26 QuantumScape’s proprietary and confidential product information, specifications, formulations
27 and methods referred to above. QuantumScape is further informed and believes and therefore
28 alleges that Fisker is actively using QuantumScape’s proprietary and confidential information to
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1 compete with QuantumScape, such as by seeking to purchase materials and components unique to
2 QuantumScape, in its efforts to do so.
3 FIRST CLAIM FOR RELIEF – TRADE SECRET THEFT

(CAL. CIV. CODE § 3426, ET SEQ.)
4 – Against All Defendants –
7 33. In consideration for the confidentiality agreement entered into with Choi at the
8 commencement of her employment, QuantumScape provided her with access to its trade secrets
9 as that term is defined under California Civil Code section 3426.1(d), including but not limited to
10 its proprietary methods of manufacturing solid state lithium ion batteries, the chemical
11 composition of the materials used in that process, the methods and formulations used to make the
12 components used in the manufacturing of solid-state lithium ion battery products, and related
13 confidential technical and business information (QuantumScape’s “Trade Secrets”).
14 34. QuantumScape developed its Trade Secrets for its sole use and benefit.
15 35. QuantumScape’s Trade Secrets derive independent economic value, actual or
16 potential, from not being general known to, and not being readily ascertainable by proper means
17 by, other persons who can obtain economic value from their disclosure and use. Competitors like
18 Fisker would obtain an unfair competitive advantage by obtaining QuantumScape’s Trade
19 Secrets. For example, any competitor obtaining QuantumScape’s Trade Secrets without
20 authorization would gain the benefit of hundreds of thousands of hours of research and
21 development for which QuantumScape paid almost $200 million dollars – without having to
22 undertake the same research and development efforts.
23 36. QuantumScape has taken reasonable steps to protect its Trade Secrets against
24 disclosure. Among other things, QuantumScape:
25 o uses magnetic access badges to control access to its building and laboratory;
26 o requires that visitors read and sign a non-disclosure agreement before coming on-site;
27 o requires that all employees and/or suppliers execute non-disclosure agreements before
28 obtaining access to any Trade Secrets;
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1 o ensures that materials relating to its Trade Secrets are housed in a secure networking
2 environment accessible only by those whose job responsibilities entail access to and/or
3 work with such Trade Secrets; and
4 o conducts exit interviews of departing employees like Choi, confirming that the departing
5 employees have returned all confidential and proprietary information to QuantumScape
6 and that they understand their continuing obligations to maintain QuantumScape’s Trade
7 Secrets and other proprietary or confidential information after their departure and
8 certifying such understanding.
9 37. QuantumScape is informed and believes and on that basis alleges that Defendants
10 have acted in concert to obtain and use the QuantumScape Trade Secrets that Choi took without
11 authorization from QuantumScape before her employment terminated. QuantumScape is

12 informed and believes and therefore alleges that Defendants know and/or should know that the
13 Trade Secrets belong to QuantumScape. But Defendants have nevertheless actively, willfully and
14 maliciously acted in concert to use the Trade Secrets, without QuantumScape’s authorization, to
15 develop competing solid-state batteries.
16 38. As a direct, foreseeable and proximate result of Defendants’ actions described
17 above, QuantumScape has and/or will suffer damages, including by consequent loss of funding,
18 goodwill, and profits, the precise amount of which is not susceptible to ready calculation. Unless
19 enjoined, Defendants, and those in active concert with them, will continue to use and disclose
20 QuantumScape’s Trade Secrets without QuantumScape’s authorization and for their own
21 pecuniary gain and benefit, with consequent further irreparable harm and damages, including by
22 further consequent loss of funding, goodwill, and profits, in an amount according to proof. As a
23 result, QuantumScape is entitled to an injunction prohibiting such conduct pursuant to Civ. Code
24 § 3426.2. QuantumScape is also entitled to an order and judgment requiring that Defendants
25 return to QuantumScape of all of the proprietary, confidential materials misappropriated by Choi
26 and provided to the other Defendants, including without limitation any documents created by
27 Defendants and derived in whole or part from the misappropriated QuantumScape materials.
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1 39. Defendants’ actions in misappropriating and misusing QuantumScape’s Trade
2 Secrets were willful, fraudulent, malicious, and done with the intent to injure and oppress
3 QuantumScape and improve Defendants’ own economic opportunities. QuantumScape is
4 consequently entitled to an award of punitive damages against Defendants pursuant to Civil Code
5 section 3426.3(c) and to an award of reasonable attorneys’ fees pursuant to Civ. Code § 3426.4.
6
SECOND CLAIM FOR RELIEF – INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
7 – AGAINST FISKER –

10 41. Choi’s Confidentiality Agreement with QuantumScape required (and continues to
11 require) her to:

12 a. preserve as confidential QuantumScape’s Trade Secrets and all of its other

13 proprietary and/or confidential documents, information and data created,
14 received or reviewed while employed at QuantumScape; and
15 b. not use QuantumScape’s Trade Secrets or any of its other proprietary and/or
16 confidential documents, information and data created, received or reviewed
17 while employed at QuantumScape.
18 42. QuantumScape is informed and believes and therefore alleges that Fisker was and
19 is aware of Choi’s contractual obligations to QuantumScape. QuantumScape is further informed

20 and believes and therefore alleges that Fisker nonetheless actively encouraged and induced Choi
21 to violate her obligations to QuantumScape by, among other things, downloading QuantumScape
22 materials reflecting its Trade Secrets, disclosing such materials to Fisker, and using the
23 QuantumScape Trade Secrets in the development of Fisker’s competing solid-state lithium ion
24 battery product.
25 43. As a direct and proximate result of Fisker’s acts, QuantumScape has suffered
26 damages and will continue to suffer such damages unless and until further use of the stolen
27 documents and data is enjoined by the Court.
28
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1 44. Fisker’s international interference in QuantumScape’s contractual relations was
2 willful, fraudulent, malicious, and done with the intent to injure and oppress QuantumScape and
3 improve Fisker’s own economic opportunities. QuantumScape is consequently entitled to an
4 award of punitive damages against Fisker pursuant to Civil Code § 3294.
5 PRAYER
6 QuantumScape prays for entry of judgment against Fisker as follows:
7 A. Judgment in favor of QuantumScape and against Fisker on each claim for relief;
8 B. Temporary, preliminary and permanent injunctions

10 all other parties acting in concert with it, from using any of QuantumScape’s Trade Secrets;

12 all other parties acting in concert with it, from using, marketing or selling any products or using
13 any methods or formulations derived in whole or in part from QuantumScape’s Trade Secrets;
15 information that constitutes (in whole or in part) or otherwise discloses QuantumScape Trade
16 Secrets, or all documents, data or information derived from QuantumScape Trade Secrets;
18 information that constitutes (in whole or in part) or otherwise discloses QuantumScape’s Trade
19 Secrets and other proprietary, confidential information, as well as all documents, data or
20 information derived from such information;
21 5. requiring Fisker, its officers, directors, employees, agents, and all other
22 parties acting in concert with it, to not disclose further or use any of QuantumScape’s Trade
23 Secrets;
24 C. An award of actual and exemplary damages, in an amount to be proven at trial, on
25 QuantumScape’s First and Second Claims for Relief;
26 D. Award of QuantumScape’s costs of suit and attorneys’ fees to the extent permitted
27 by law; and
28 E. Such other and further relief as the Court deems just and proper.
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1 JURY DEMAND
2 QuantumScape hereby demands a jury trial on all claims and issues so triable.
3 Dated: April 12, 2019 SQUIRE PATTON BOGGS (US) LLP
4
By:/s/ David S. Elkins
5 David. S. Elkins
6 Attorneys for Plaintiff QUANTUMSCAPE CORP.

010-8760-7332/2/AMERICAS
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EXHIBIT A TO COMPLAINT
AT—WILL EMPLOYMENT, CONFIDENTIAL INFORMATION,
INVENTION ASSIGNMENT,
AND ARBITRATION AGREEMENT
As a condition of my employment with QuantumScape Corporation, its subsidiaries, affiliates,
successors 01' assigns (together the “C0mpany”), and in consideration of my continued
employment with the Company and my receipt of the compensation now and hereafter paid t0
me by Company, I agree to the following provisions of this QuantumScape Corporation At-Will
Employment, Confidential information, Invention Assignment, and Arbitration Agreement (this
“Agreement”):
1. Ai— Will Employment.

I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE
COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL”
EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE
CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND
SIGNED BY THE PRESIDENT OF THE COMPANY. ACCORDINGLY, I ACKNOWLEDGE
THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME,
WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT MY OPTION OR
AT THE OPTION OF THE COMPANY, WITH OR WITHOUT NOTICE. I FURTHER
ACKNOWLEDGE THAT THE COMPANY MAY MODIFY JOB TITLES, SALARIES, AND
BENEFITS FROM TIME TO TIME AS IT DEEMS NECESSARY.
2. Confidential Information.
(a) Company Information. I agree that during and after my employment With
the Company, I confidence, and Will not use (except for the benefit 0f
Will hold in the strictest
the Company during my
employment) or disclose to any person, firm, or comoration (Without
written authorization 0f the President or the Board 0f Directors 0f the Company) any Company
Confidential Information. I understand that my unauthorized use or disclosure 0f Company
Confidential Information during my employment may lead to disciplinary action, up to and
including immediate termination and legal action by the Company. I understand that “Company
Confidential Information” means any non-public information that relates to the actual 0r
anticipated business, research or development 0f the Company, or to the Company’s technical
data, trade secrets, 0r know—how, including, but not limited to, research, product plans, or other
information regarding the Company’s products 0r services and markets therefor, customer lists
and customers (including, but not limited t0, customers 0f the Company on Which I called or
with which I may become acquainted during the term of my employment), software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances, and other business information;
provided, however, Company Confidential Information does not include any of the foregoing
items t0 the extent the same have become publicly known and made generally available through
no wrongful act 0f mine or of others. I understand that nothing in this Agreement is intended t0
limit employees’ rights t0 discuss the terms, wages, and working conditions 0f their employment,
as protected by applicable law.
(b) Former Employer Information. I agree that during my employment with
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the Company, I will not improperly use, disclose, 0r induce the Company to use any proprietary
information or trade secrets of any former or concunent employer 0r other person 01‘ entity. I
fufiher agree that I Will not bring onto the premises 0f the Company or transfer onto the
Company’s technology systems any unpublished document, proprietary information, or trade
secrets belonging to any such employer, person, 01‘ entity unless consented to in writing by both
the Company and such employer, person, 01‘ entity.
(c) Third Party Information. I recognize that the Company may have received
and in the future may receive from third pafiies associated with the Company, e.g., the
Company’s customers, suppliers, licensors, licensees, partners, 0r collaborators (“Associated
Third Parties”), their confidential 0r proprietary information (“Associated Third Party
Confidential Information”). By way of example, Associated Third Party Confidential
Information may include the habits 0r practices of Associated Third Parties, the technology of
Associated Third Parties, requirements of Associated Third Parties, and information related to
the business conducted between the Company and such Associated Third Parties. I agree at all
times during my employment With the Company and thereafter to hold in the strictest
confidence, and not to use 01' t0 disclose t0 any person, firm, or corporation, any Associated
Third Party Confidential Information, except as necessary in carrying out my work for the
Company consistent With the Company’s agreement with such Associated Third Parties. I
fufiher agree t0 comply with any and all Company policies and guidelines that may be adopted
from time to time regarding Associated Third Pafiies and Associated Third Pamy Confidential
Information. I understand that my unauthorized use or disclosure of Associated Third Party
Confidential Infoxmation 0r Violation 0f any Company policies during my employment will lead
to disciplinary action, up to and including immediate termination and legal action by the
Company.
3. Inventions.
(a) Inventions Retained and Licensed.

I have attached hereto as Exhibit A, a
list describing all inventions, works 0f authorship, developments,

discoveries, original
improvements, and trade secrets that were conceived in Whole 01' in part by me prior t0 my
employment With the Company and to which I have any right, title, or interest, Which are subj ect
t0 Califomia Labor Code Section 2870 (attached hereto as Exhibit B), and which relate t0 the
Company’s proposed business, products, or research and development (“Prior Inventions”); 0r,
if no such list is attached, I represent and warrant that there are no such Prior Inventions.
Furthermore, I represent and warrant that if any Prior Inventions are included 0n Exhibit A, they
will not materially affect my ability to perform all obligations under this Agreement. If, in the
course of my employment with the Company, I incorporate into or use in connection with any
product, process, service, technology, 0r other work by 0r 0n behalf of the Company any Prior
Invention, I hereby grant to the Company a non-exclusive, royalty-free, fully paid—up,
irrevocable, perpetual, worldwide and authorize sublicenses, to
license, with the right to grant
make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of 0r
in connection with such product, process, service, technology, or other work, and to practice any
method related thereto.
(b) Assignment 0f Inventions. I agree that I will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit 0f the Company, and
-5-
hereby assign to the Company, 0r its designee, all my right, title, and interest in and to any and
all inventions, original works of authorship, developments, concepts, improvements, designs,
discoveries, ideas, trademarks, 01' trade secrets, whether 0r not patentable 01‘ registrable under
which I may solely 0r jointly conceive or develop
patent, copyright, or similar laws, reduce t0 01‘
be conceived or developed or reduced t0 practice, during the period of time I

practice, 0r cause t0
am in the employ 0f the Company (including during my off—duty hours), or With the use 0f
Company’s equipment, supplies, facilities, or Company Confidential Information, except as
provided in Section 3.(e) below (collectively refen‘ed to as “Inventions”). I further acknowledge
that all original works of authorship that are made by me (solely 0r jointly with others) within the
scope 0f and during the period of my employment with the Company and that are protectable by
copyright are “works made for hire,” as that term is defined in the United States Copyright Act.
I understand and agree that the decision Whether 01‘ not t0 commercialize 0r market any
Inventions is Within the Company’s sole discretion and for the Company’s sole benefit, and that
no royalty 0r other consideration will be due to me as a result 0f the Company’s efforts to
commercialize 0r market any such Inventions.
Maintenance ofRecords. I agree t0 keep and maintain adequate, current,

(c)
accurate, and authentic written records of all Inventions made by me (solely or jointly with
others) during the term of my employment With the Company. The records will be in the form 0f
notes, sketches, drawings, electronic files, reports, 01‘ any other format that may be specified by
the Company. The records are and will be available t0 and remain the sole property 0f the
Company at all times.
(d) Patent and Copyright Registrations. I agree to assist the Company, 0r its
designee, at the Company’s expense, in every proper way t0 secure the Company’s rights in the
Inventions and any rights relating thereto in any and all countries, including the disclosure to the
Company of all pertinent information and data with respect thereto, the execution 0f all
applications, specifications, oaths, assignments, and all other instruments that the Company shall
deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce
such rights, and in order t0 assign and convey t0 the Company, its successors, assigns, and
nominees the sole and exclusive rights, title, and interest in and t0 such Inventions and any rights
relating thereto, and testifying in a suit or other proceeding relating to such Inventions and any
rights relating thereto. I fufiher agree that my obligation t0 execute 01‘ cause t0 be executed,
when it is in my power d0
to so, any such instrument or papers shall continue after the
termination 0f this Agreement. If the Company is unable because of my mental or physical
incapacity 0r for any other reason to secure my signature With respect to any Inventions,
including, without limitation, to apply for 0r to pursue any United States or
any application for
foreign patents or copyright registrations covering such Inventions, then hereby irrevocably I
designate and appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, to act for and in my behalf and stead, to execute and file any papers and oaths,
and to do all other lawfully permitted acts with respect t0 such Inventions with the same legal
force and effect as if executed by me.
(e) Exception t0 Assignments. I understand that the provisions 0f this
Agreement requiring assignment of Inventions to the Company d0 not apply t0 any invention
that qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto
as Exhibit B). I Will advise the Company promptly in writing of any inventions that I believe
-6-
meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed 0n
Exhibit A.
4. Conflicting Employment.
A. Current Obligations. I agree that during the term 0f my employment With
the Company, I will not engage in 0r undefiake any other employment, occupation, consulting
relationship, or commitment that is directly related to the business in which the Company is now
involved 01‘becomes involved or has plans t0 become involved, nor will I engage in any other
activities that conflict with my obligations t0 the Company.
(a) B. Prior Relationships. Without limiting Section 4A, I represent that

I have no other agreements, relationships, or commitments to any other person 01‘ entity that
conflict with my obligations to the Company under this Agreement or my ability t0 become
employed and perform the services for I am
being hired by the Company. I further agree
which
that if I have signed a confidentiality agreement or similar type of agreement with any former
employer 0r other entity, I will comply with the terms of any such agreement to the extent that its
terms are lawful under applicable law. I represent and warrant that after undertaking a careful
search (including searches of my computers, cell phones, electronic devices, and documents), I
have returned all property and confidential information belonging to all prior employers.
Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and
successor corporations, and assigns for all verdicts, judgments, settlements, and other losses
incurred by any 0f them resulting from my breach of my obligations under any agreement to
Which I am a party or obligation to Which I am
bound, as well as any reasonable attorneys’ fees
and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.
5. Returning Company Documents. Upon separation from employment With the

Company on demand by the Company during my employment, I will immediately deliver to
0r
the Company, and Will not keep in my possession, recreate, or deliver to anyone else, any and all
Company property, including, but not limited t0, Company Confidential Information, Associated
Third Party Confidential Information, as well as all devices and equipment belonging t0 the
Company (including computers, handheld electronic devices, telephone equipment, and other
electronic devices), Company credit cards, records, data, notes, notebooks, reports, files,
proposals, conespondence, specifications, drawings, blueprints, sketches, materials,
lists,
photographs, charts, any other documents and property, and reproductions of any and all 0f the
aforementioned items that were developed by me pursuant to my employment with the
Company, obtained by me in connection with my employment with the Company, or otherwise
belonging t0 the Company, its successors, or assigns, including, Without limitation, those records
maintained pursuant to Section 3(0). I also consent to an exit interview to confirm my
compliance With this Section 5.
6. Termination Certification. Upon separation from employment with the Company,

I agree to immediately sign and deliver t0 theCompany the “Termination Cefiification” attached
hereto as Exhibit C. I also agree to keep the Company advised of my home and business address
of three (3) years after termination of my employment With the Company, so that the
for a period
Company can contact me regarding my continuing obligations provided by this Agreement.
7. Notification ofNew Employer. In the event that I leave the employ of the
Company, Ihereby grant consent to notification by the Company t0 my new employer about my
obligations under this Agreement.
8. Solicitation0f Employees. I agree that for a period of twelve (12) months

immediately following the termination 0f my relationship with the Company for any reason,
Whether voluntary or involuntary, With 01' without cause, I shall not either directly or indirectly
solicit any 0f the Company’s employees t0 leave their employment, or
attempt t0 solicit
employees of the Company, either for myself or for any other person or entity.
9. Conflict oflm‘eresf Guidelines. I agree to diligently adhere t0

all policies 0f the
Company, including the Company’s insider’s trading policies and the Conflict of Interest
Guidelines attached as Exhibit D hereto, Which may be revised from time t0 time during my
employment.
10. Representations. agree t0 execute any proper oath 0r verify any proper
I
document required to carry out the terms of this Agreement. I represent that my performance of
all the terms of this Agreement will not breach any agreement to keep
in confidence proprietary
information acquired by me in confidence or in trust prior to my employment
by the Company. I
hereby represent and warrant that I have not entered into, and I will not enter into, any oral 0r
written agreement in conflict herewith.
11. Audit. I acknowledge that I have n0 reasonable expectation 0f privacy in

any
computer, technology system, email, handheld device, telephone, or documents that are used t0
conduct the business of the Company. As such, the Company has the right t0 audit and search all
such items and systems, without further notice to me, t0 ensure that the Company is licensed t0
use the software on the Company’s devices in compliance With the Company’s software
licensing policies, to ensure compliance With the Company’s policies, and for
any other
business-related pulposes in the Company’s sole discretion. I understand that I am not permitted
t0add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology
systems and that I shall refrain from copying unlicensed software onto the Company’s
technology systems or using non-licensed software or websites. I understand that it is
my
responsibility to comply With the Company’s policies governing use of the Company’s
documents and the internet, email, telephone, and technology systems t0 Which I Will have
access in connection With my employment.
12. Arbitration and Equitable Relief
(a) Arbitration. MY EMPLOYMENT WITH

IN CONSIDERATION OF
THE COMPANY, PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED
ITS
DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER
BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I
AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH
ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR,
SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS
SUCH OR OTHERWISE), WHETHER BROUGHT ON AN INDIVIDUAL, GROUP, OR
CLASS BASIS, ARISING OUT OF, RELATING TO, OR RESULTING FROM MY
EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT
WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE
SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET
FORTH IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1280 THROUGH
1294.2, INCLUDING SECTION 1281.8 (THE “ACT”), AND PURSUANT TO CALIFORNIA
LAW. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE
ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER
LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES—OXLEY
ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE
CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL
LEAVE ACT, THE CALIFORNIA FAMILY RIGHTS ACT, THE CALIFORNIA LABOR
CODE, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL
TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. I FURTHER
UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY
DISPUTES THAT THE COMPANY MAY HAVE WITH ME.
(b) Procedure. I AGREE THAT ANY ARBITRATION WILL BE

ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC.
(“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES
(THE “JAMS RULES”). I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER
TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION,
INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION,
MOTIONS TO DISMISS AND DEMURRERS, AND MOTIONS FOR CLASS
CERTIFICATION, PRIOR TO ANY ARBITRATION HEARING. I ALSO AGREE THAT
THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES
AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL
AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS
PROHIBITED BY LAW. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY
ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS
EXCEPT THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY
ARBITRATION THAT I INITIATE, BUT ONLY SO MUCH OF THE FILING FEES AS I
WOULD HAVE INSTEAD PAID HAD I FILED A COMPLAINT 1N A COURT OF LAW. I
AGREE THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY
ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE
CALIFORNIA CODE OF CIVIL PROCEDURE, AND THAT THE ARBITRATOR SHALL
APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR
CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT
THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW
SHALL TAKEPRECEDENCE. I AGREE THAT THE DECISION OF THE ARBITRATOR
SHALL BE IN WRITING. I AGREE THAT ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE CONDUCTED 1N SAN FRANCISCO, CALIFORNIA.
(c) Remedy. EXCEPT AS PROVIDED BY THE ACT AND THIS

AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL
-9-
REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY,
EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER I NOR
THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING
CLAIMS THAT ARE SUBJECT TO ARBITRATION.
(d) Administrative Relief I UNDERSTAND THAT THIS AGREEMENT

DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A
LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY
THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO
EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE DEPARTMENT OF FAIR
EMPLOYMENT_ AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’
COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME
FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS
PERMITTED BY LAW.
(e) ACKNOWLEDGE AND AGREE

Voluntary Nature 0f Agreement. I
THAT AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY

I
DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. FURTHER I
ACKNOWLEDGE AND AGREE THAT HAVE CAREFULLY READ THIS AGREEMENT

I
AND THAT HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND

I
THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND

FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT T0 A JURY
TRIAL. FINALLY, I AGREE THAT HAVE BEEN PROVIDED AN OPPORTUNITY TO
I
SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS

AGREEMENT.
13. General Provisions.
(a) Governing Law; Consent t0 Personal Jurisdiction. This Agreement will be

governed by the laws of the State of California without giving effect t0 any choice-of—law rules
or principles that may result in the application 0f the laws 0f any jurisdiction other than
California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly
consent t0 the personal jurisdiction 0f the state and federal coufis located in Califomia for any
lawsuit filed against me by the Company.
(b) Entire Agreement. This Agreement, together with the Exhibits herein and
any executed written offer letter between me and the Company, sets forth the entire agreement
and understanding between the Company and me relating t0 the subject matter herein and
supersedes all prior discussions 01‘ representations between us, including, but not limited t0, any
representationsmade during my interview(s) or relocation negotiations, whether written 01‘ oral.
No modification 0f or amendment t0 this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing signed by the President of the Company and me.
Any subsequent change or changes in my duties, salary, or compensation will not affect the
validity or scope 0f this Agreement.
-10-
Severability. If one or more of the provisions in this Agreement are
(c)
deemed void by law, then the remaining provisions will continue in full force and effect.
(d) Successors and Assigns. This Agreement will be binding upon my hails,
for the benefit of
executors, assigns, administrators, and other legal representatives, and will be
benefician'es to
the Company, its successors, and its assigns. There are no intended third—party
this Agreement, except as expressly stated.
E. Waiver. Waiver by the Company of a breach of any provision of this
Agreement will not operate as a waiver 0f any other or subsequent breach.

F. Survivorshz‘p. The rights and obligations of the parties to this Agreement
of my employment with the Company.
will survive termination
G. Agreement may be signed in two counterparts, each of
Signatures. This
Date: l/I/za/Zo/z‘ Q
which shall be deemed an original, with the same force and effectiveness as though executed in a
single document.
Signature
n
Dong Hee Choi (Anna)
Witness:
Signature
Name (typed 0r printed)
-11-
uanfum Scope
Exhibit A
LIST0F PRIOR INVENTIONS »
AND ORIGINAL WORKS 0F AUTHORSHIP

Identifying Number or Brief
Title Date Description
K No inventions or improvements
Print
Date:
Name of Employee:
l!
/ zg/ZOI
W
___ Additional Sheets Attached
Signature of Employee:
p’qg H83
Z’
%0 1"
antum Scope
Exhibit B
CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT
“(a) Any provision in an employment agreement which provides that an employee shall
any of his or her rights in an invention t0 his
assign, 0r offer t0 assign,
01' her employer shall not
apply to an invention that the employee developed entirely on his or her own time
without using
the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either:

(1) Relate at the time of conception or reduction t0 practice of the invention to
the employer’s business, or actual or demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement pquOITs to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against the public policy of this state and is unenforceable.”
Qntum Scope
\ V
Exhibit C
QruahrtumS’caper Cbrpora'tioii
TERMINATION CERTIFICATION
cefiify that do not have in my possession, nor have I failed to return, any devices,
This is to I
records, data, notes, reports, proposals, correspondence, specifications, drawings,

lists,
blueprints, sketches, materials, equipment, any other

documents or property, 01' reproductions of
its subsidiaries,
any and all aforementioned items belonging t0 QuantumSCape Corporation,
affiliates, successors 01‘ assigns (together, the “C0mpany”).
I filrther certify thatI have complied With
all the terms of the Company’s At-Will Employment,
Confidential Information, Invention Assignment, and Arbitration

Agreement signed by me,
authorship (as defined therein)
including the reporting of any inventions and original works of
conceived or made by me (solely 0r jointly with others), as covered by that agreement.
I fufiher agree that, in compliance With the
At-Will Employment, Confidential Information,
as confidential all Company
Invention Assignment, and Arbitration Agreement, I Will preserve
including trade
Confidential Information and Associated Third Party Confidential Information,
secrets, confidential knowledge, data, or other proprietary information relating t0 products,
01‘ experimental work, computer
processes, know—how, designs, formulas, developmental
business plans, financial
programs, databases, other original works 0f authorship, customer lists,
of the Company 01' any 0f its
information, 0r other subj ect matter pertaining t0 any business
employees, clients, consultants, or licensees.
I also agree that for twelve (12)months from this date, I will not either directly or indirectly
solicit, induce, recruit, or encourage any of the
Company’s employees t0 leave their
or other relationship With
employment, 01‘ t0 enter into an employment, consulting, contractor,
01‘ organization (including with myself).
any other person, firm, business entity,
in
After leaving the Company’s employment, I will be employed by
the position of: .
Signature ofemployee
Print name
Date
Address for Notifications:

uantum Scope
\_
Exhibit D
CONFLICT OF INTEREST GUIDELINES
its affairs in strict compliance with the
It isthe policy 0f QuantumScape COlporation t0 conduct
letter and spirit of the law and t0 adhere to the
highest principles 0f business ethics.
officers, employees, and independent contractors must
avoid activities that are
Accordingly, all
principles and with the
in conflict, 01‘ give the appearance of being in conflict, With these
situations that must be
interests of the Company. The following are potentially compromising
avoided:
confidential information.
1. Revealing confidential information to outsiders 0r misusing
whether or not for personal
Unauthorized divulging of information is a Violation of this policy
At—Will Employment,
gain and whether 01‘ not harm to the Company is intended. (The
Confidential Infomnation, Invention Assignment, and Arbitration
Agreement elaborates 0n this
principle and is a binding agreement.)
01' payments that
2. Accepting 0r offering substantial gifts, excessive entefiainment, favors,
01‘ otherwise be improper 01' embarrassing to the
may be deemed to constitute undue influence
Company.
Participating in civic or professional organizations that
might involve divulging
3.
confidential information of the Company.

01‘ punishment 0f employees or
4. approving personnel actions affecting reward
Initiating 0r
applicants where there is a family relationship 0r is or
appears t0 be a personal 01' social
involvement.
5. Initiating 0r approving any form of personal 0r social harassment 0f employees.

or competing
6. Investing 0r holding outside directorship in suppliers, customers,
investment 01‘ directorship might
companies, including financial speculations, where such
influence in manner a decision or course of action 0f the Company.
any
7. Borrowing from 01‘ lending to employees, customers, 0r suppliers.
8. Acquiring real estate of interest to the Company.

information 0r trade
9. Improperly using 0r disclosing to the Company any proprietary
secrets 0f any former or concurrent employer 0r other
person or entity with whom obligations of
confidentiality exist.
Unlawfully discussing prices, costs, customers, sales, 01‘ markets With competing
10.
companies or their employees.
11. Making any unlawful agreement With distributors with respect to prices.
are the subject 0f patent

12. Improperly using 0r authorizing the use 0f any inventions that
claims of any other person or entity.
13. Engaging in any conduct that is not in the best interest of the Company.
to ensure
Each officer, employee, and independent contractor must take every necessary action
of higher
compliance with these guidelines and t0 bring problem areas to the attention
management for review. Violations of this conflict 0f interest policy may result in discharge
without warning.

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E-FILED

6 Joseph A. Meckes (State Bar No. 190279)

11 Attorneys for Plaintiff

13 SUPERIOR COURT OF THE STATE OF CALIFORNIA

14 FOR THE COUNTY OF SANTA CLARA

16 QUANTUMSCAPE CORPORATION, a Case No. 19CV345966

3 through 10, inclusive (collectively “Defendants”), as follows:

5 1. In concert with ex-QuantumScape employee Choi, Fisker willfully and

6 maliciously misappropriated QuantumScape’s trade secrets. Defendants are acting in concert to

13 curtail the irreparable harm that they are causing QuantumScape.

15 2. QuantumScape is a Delaware company with a principal place of business located

23 4. Choi is an individual resident of California, a former QuantumScape employee,

4 JURISDICTION AND VENUE

9 acts have been aimed at and harmed QuantumScape in this county.

11 QuantumScape Develops Trade Secret-Protected Processes for

16 generation, solid-state battery technology foregoes liquid electrolytes in favor of a proprietary

19 lithium ion batteries currently available.

20 9. QuantumScape’s revolutionary technology is safer than lithium ion batteries now

25 10. Through years of painstaking research and large financial investments,

4 promise for electric vehicles of the future.

8 chemical composition and physical characteristics of the components necessary to manufacture

11 generated hundreds of millions in investments. In mid-2018, QuantumScape received a

15 Anna Choi Misappropriates Confidential Technical Documents

18 QuantumScape as a member of the research team working on solid-state electrolyte technology.

19 14. As a condition of her employment, Choi signed QuantumScape’s standard non-

21 attached as Exhibit A. Choi’s Confidentiality Agreement provides in pertinent part that

25 I understand that “Company Confidential Information” means any non-

10 the art this technology represents.

12 controlled, password-protected access to the highly confidential and proprietary technical

13 information and data necessary to develop and manufacture QuantumScape’s proprietary

17 employment with Fisker before resigning from QuantumScape.

19 employment, Choi signed a “Termination Certification,” certifying that

20 I do not have in my possession, nor have I failed to return, any

24 Choi further certified her understanding that she was obligated to

25 preserve as confidential all Company Confidential Information and

12 manufacturing the solid-state components, specific chemical specifications and supplier

13 information, and an unpublished, confidential provisional patent application. Choi had no

2 December 14, 2018, Choi

3 o visited Fisker’s Torrance, California headquarters,

4 o accessed QuantumScape’s secure intranet system,

5 o in turn accessed QuantumScape’s confidential SharePoint site,

6 o reviewed and downloaded many highly confidential technical documents that

7 comprise, disclose or otherwise reflect containing QuantumScape’s trade secrets,

9 o shared the QuantumScape materials with Fisker personnel.

11 and QuantumScape’s detriment.

15 giving Choi the means to accomplish her scheme.

17 QuantumScape, and in furtherance of her scheme with Fisker to misappropriate QuantumScape’s

21 download these materials.

28 business reason to access.

16 the company seeking to purchase QuantumScape’s proprietary chemical compound. According

18 specifications of the chemical compound, including, among others, QuantumScape’s unique

23 company seeking to purchase QuantumScape’s unique chemical compound from Supplier.

26 QuantumScape’s proprietary and confidential product information, specifications, formulations

2 QuantumScape, in its efforts to do so.

3 FIRST CLAIM FOR RELIEF – TRADE SECRET THEFT

6 paragraphs 1-30 as though fully set forth here.

13 confidential technical and business information (QuantumScape’s “Trade Secrets”).

15 35. QuantumScape’s Trade Secrets derive independent economic value, actual or

18 Fisker would obtain an unfair competitive advantage by obtaining QuantumScape’s Trade

22 undertake the same research and development efforts.

24 disclosure. Among other things, QuantumScape:

28 obtaining access to any Trade Secrets;

3 work with such Trade Secrets; and