TRADE SECRET AND

This Trade Secret Agreement and Confidentiality Agreement (this “Agreement”) is made and entered into as of ______________, by and between [COMPANY], a [STATE] corporation, for itself and its subsidiary and affiliated companies (the “Company”), and ___________________, an individual (“Employee”).

R E C I T A L S

The Company, among other things, is a biological crop input provider and global leader in biological solutions for agricultural productivity and sustainability. In connection with its business, the Company has developed and/or acquired (by purchase, license or otherwise) certain trade secrets and has lawful access (by contract or otherwise) to trade secret and information of third parties.

As a consequence of Employee’s employment by the Company, Employee may, from time to time, obtain knowledge of or have access to all or a portion of such trade secrets.

As a further consequence of Employee’s employment by the Company, it is possible that Employee may discover or devise improvements or additions to such trade secrets.

The Company and Employee desire to set forth their mutual understanding with respect to the protection of the Company’s proprietary rights in such trade secrets.

AGREEMENT

In consideration of the employment of Employee by the Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Employee hereby agrees with the Company as follows:

Acknowledgments. Employee acknowledges and agrees that the Recitals above are true and correct. Employee further acknowledges that the customer lists, customer information, financial data, computer programs, software source and object code, software or system design and architecture documentation, contract terms and prices, support arrangements, formulae, processes, ideas, specialized agronomic technology, inventions, schematics, electronic and other copies, devices, techniques, plans, methods, drawings, reproductions, data, tables, calculations, letters or other paperwork, documents and technical know-how of the Company (individually and collectively, the “Trade Secrets”) were designed, developed and/or acquired by the Company at great expense, are secret and , are unique and constitute the exclusive property of the Company, and that any use of such Trade Secrets by the Employee other than for the sole benefit of the Company would be wrongful and would cause irreparable injury to the Company. Employee further acknowledges that the Company from time to time is afforded access to trade secret or information of third parties, by contract or otherwise (“Third Party Information”), and the Company often agrees to certain restrictions limiting the disclosure of Third Party Information. The term “Trade Secrets” as used in this Agreement shall include Third Party Information.