CONTACTS 
0201 - CSG Systems Inc.                                                                                                                                                   O-00000795 0404
020101 - Mr. Jerry J. Nord
0202 - Boeing                                                                                                                                                             O-00000816 0505
020201 - Mr. Garold L. Johnson
020203 - Modeling and Simulation                                                                                                                                          O-00000816 0505

SUBJECTS
Ebook Publish on Internet Explanation of SDS and Com Metrics based on
Documents Transformation to Knowledge Space Positions Information in
Nord, Jerry Suggests Writing a Book on SDS POIMS Com Metrics
Johnson, Gary Submits Ideas for a Book
Nord, Jerry Submits 1st Draft Agreement on SDS for Review and Comment
Wide as the Waters Spreading the Word Builds Shared Vision by Others
Book Publish Ebook on Internet Explanation of SDS and Com Metrics bas
Ebook Publish on Internet Explanation of SDS and Com Metrics based on
Review Foundational Documents Bibliography of SDS Publications and SDS
Architect of SDS Cathedral Vision Build Shared Meaning Goals Spreadin
Ebook Publish on Internet Explanation of SDS and Com Metrics based on
Agreement Tailored to Prospects of Success Learning and Using SDS

1714 -
1714 -    ..
1715 - Summary/Objective
1716 -
171601 - Follow up ref SDS 18 0000. ref SDS 17 0000.
171602 -
171603 - Getting ready to send SDS code to Jerry.  Decided to forego working
171604 - out all of the details in the scope Jerry submitted on 030624, and
171605 - instead focus at this time on a non-disclosure agreement so that Jerry
171606 - can explore the technology. Submitted an email to Jerry linked to this
171607 - record, asking for comments on non-disclosure agreement. ref SDS 0
171608 - WS8G  Began configuring a User ID for Jerry and a set of SDS he can
171609 - get started using.
171611 -        ..
171612 -       [On 030716 Jerry reports review by CSG legal led to ideas for a
171613 -       broader license agreement. ref SDS 20 KY9F
171614 -
171615 -
171617 -  ..
1717 -
1718 -
1719 - 1046
1720 -
172001 - Agreement Complex Effort Should be Tailored to Prospects for Success
172002 -
172003 - Progress formalizing an agreement seems complicated based on review of
172004 - ideas received from Jerry reported in the record on 030624,
172005 - ref SDS 14 0001, and illustrated by work on that date, ref SDS 14
172006 - NT61, reviewing the language for a...
172007 -
172008 -                     Formal Proposal for Partnership
172009 -
172010 - ...on SDS and Com Metrics, ref DRP 2 OJ82, received as an attachment
172011 - to Jerry's transmittal letter on that date, 030624. ref DRP 2 0001
172013 -  ..
172014 - Time working to formalize an agreement has been interrupted by other
172015 - tasks, including support for Gary using SDS at Aerospace company, improving SDS
172016 - and doing research on application of SDS primarily in the area of
172017 - context management using the organic structure of SDS subjects, which
172018 - boils down to performing the eight (8) steps of Com Metrics cited on
172019 - 001219. ref SDS 4 4W4L
172021 -  ..
172022 - To avoid further delay in getting SDS into Jerry's hands, want to
172023 - limit the scope of the initial transaction proposed by Jerry on
172024 - 030611, ref SDS 10 PPUQ, to a simple non-disclosure agreement, along
172025 - the lines of the sample "CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT,
172026 - ref OF 2 0001, received on 030624.
172027 -
172028 -       [On 030716 Jerry reports review by CSG legal led to ideas for
172029 -       protecting IP in the case of CSG employees by developing a
172030 -       broader license agreement. ref SDS 20 KY9F
172032 -  ..
172033 - Any specifics on the broken link in POIMS reported in Jerry's letter
172034 - on 030703? ref SDS 18 ZG8N
172036 -  ..
172037 - How is Jerry doing with resistance to listing SDS on his IP letter
172038 - with CSG, reported on 030703? ref SDS 18 ZG99
172039 -
172040 -       [On 030716 Jerry reports CSG wants a demonstration of SDS for
172041 -       senior people. ref SDS 20 W16R
172043 -  ..
172044 - Want to get the SDS CD to Jerry so we don't have further delays, and
172045 - we can continue formalizing our ideas on the agreement, based on the
172046 - following analysis....
172048 -           ..
172049 -      1.  On 020924 sent a CD to Gary, ref SDS 8 0001, using
172050 -          language in a letter on the same date. ref DIP 2 0001  Want
172051 -          to accomplish the same process toward achieving the same
172052 -          result, that Jerry joins the SDS effort.
172054 -           ..
172055 -      2.  As shown in comments to the proposed agreement Jerry
172056 -          submitted on 030624, business evaluation is the main goal of
172057 -          this phase one initial review by Jerry. ref SDS 14 NT61 and
172058 -          further at ref SDS 14 NU3F
172060 -           ..
172061 -          Non-disclosure and protection of confidential IP is the main
172062 -          legal issue.  Experience seems to show that the complexity of
172063 -          SDS and the amount of experience using SDS are barriers to
172064 -          understanding the technology.  That is why we have focused
172065 -          discussions on the importance of Jerry spending time learning
172066 -          and using SDS, for example on 030612. ref SDS 12 GZ6K
172068 -           ..
172069 -          People who wish to develop SDS and exploit commercial value
172070 -          in SDS, most likely will recognized that Welch is needed to
172071 -          understand the technology and guide deployment using the
172072 -          eight (8) steps for Com Metrics, reported on 001219.
172073 -          ref SDS 4 4W4L
172075 -           ..
172076 -      3.  The core protection of SDS is that people need to work with
172077 -          the program in order to learn how it works and how to create
172078 -          what it does.  Therefore, the main issue is to avoid handing
172079 -          out the program to others, except under terms and conditions
172080 -          that bind them to compensate Welch for commercial sales
172081 -          resulting from disclosure.
172083 -           ..
172084 -      4.  Consider including milestone targets to guide evaluation, as
172085 -          shown on 020612. ref SDS 12 CF3K
172086 -
172087 -
172088 -
172089 -
1721 -

SUBJECTS
Copyright Patentable Trade Secrets Non-disclosure Intellectual Proper
Revisions 1st Draft Agreement on SDS for Review and Comment Revising
Purpose Evaluate Technology for Business Opportunity Commercial Poten
Nord, Jerry Recipient SDS Software Employed by CSG Software Engineer
Remuneration Valuable Consideration Parties Acknowledge Adequacy as a
Agreement Non-disclosure CSG Jerry Nord List SDS Trade Secrets for At
2nd Draft Agreement Terms Conditions Phase 1 SDS Project Product Prog

2609 -
261001 -  ..
261002 - Alternate Non-disclosure Agreement....
261003 -
261004 - Here is a draft, ref OF 1 0001, at a less ambitious approach, that
261005 - merely gets us started, and does not place burdens beyond
261006 - non-disclosure.  This language is based on "sample language" from a
261007 - standard non-disclosure agreement.  References to "sample language"
261008 - are for convenience to see what the original sample said that was used
261009 - as a template, and are not intended to be included as additional
261010 - references in the actual agreement.  Wherever...
261011 -
261012 -                    "(see sample language...)"
261013 -
261014 - ...appears in this draft text, this string will be removed from the
261015 - final agreement.
261016 -
261018 -     ..
261019 -    CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
261020 -    ref OF 1 0001
261022 -     ..
261023 -    This CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the "Agreement")
261024 -    effective as of August 1, 2003 is entered into by and between Rod
261025 -    Welch, an individual, ("Disclosing Party") and Jerry J. Nord, an
261026 -    individual ("Recipient").  The purpose of the Agreement is solely
261027 -    to allow Recipient to evaluate business opportunity and places no
261028 -    duty on either party for any performance, except as mutually
261029 -    elected, and except that Recipient shall maintain confidentiality
261030 -    of Disclosing Parties intellectual property, as defined in Appendix
261031 -    A, and shall be liable for damages to Disclosing Party in the event
261032 -    that confidentiality is breached. (see sample language ref OF 2
261033 -    0001)
261035 -     ..
261036 -    Recipient is employed as a software engineer and manager of
261037 -    software engineering for a company, CSG, in Omaha, Nebraska.  CSG
261038 -    develops and markets software products and services. (see sample
261039 -    language ref OF 2 UI43)
261041 -     ..
261042 -    Disclosing Party developed and owns the Schedule Diary System (SDS)
261043 -    software program, and methods of deployment and use that comprise
261044 -    the science of Communication Metrics (SDS and Communication Metrics
261045 -    are the "Technology" as defined in Appendix A, ref SDS 0 NY6K),
261046 -    which contains patentable, proprietary and confidential material of
261047 -    Disclosing Party and trade secrets of Disclosing Party. (see sample
261048 -    language ref OF 2 FU4L)
261050 -     ..
261051 -    Disclosing Party desires to have Recipient evaluate forming a
261052 -    business with Disclosing Party to market the Technology and
261053 -    maintain the confidentiality of the patentable, proprietary and
261054 -    confidential material of Disclosing Party and trade secrets of
261055 -    Disclosing Party contained in the Technology which must be
261056 -    disclosed and transferred to the Recipient in connection with
261057 -    evaluating business opportunity. (see sample language ref OF 2
261058 -    UI6F)
261060 -     ..
261061 -    Recipient desires to evaluate forming a business with Disclosing
261062 -    Party to market the Technology.  Accomplishing this purpose
261063 -    requires technology transfer to Recipient by learning and gaining
261064 -    experience using the technology with support by Disclosing Party
261065 -    for a period of approximately six (6) months.  Recipient has agreed
261066 -    to maintain the confidentiality of the patentable, proprietary and
261067 -    confidential material of Disclosing Party and trade secrets of
261068 -    Disclosing Party pursuant to the terms and conditions of this
261069 -    Agreement. (see sample language ref OF 2 UI6F)
261071 -     ..
261072 -    NOW THEREFORE, for good and valuable consideration, the receipt and
261073 -    adequacy of which are acknowledged, and as a condition of such
261074 -    proprietary and/or confidential information and/or trade secrets
261075 -    being disclosed, Disclosing Party and the Recipient agree as
261076 -    follows: (see sample language ref OF 2 HT6N)
261077 -
261078 -
261079 -
2611 -

SUBJECTS
Confidential Information Defined Article 1 Section 1
Agreement on Using SDS and Participating in SDS Project Requires Memo
2nd Draft Agreement on SDS for Review and Comment Revising Jerry's 1s

3005 -
300601 -  ..
300602 - Confidential Information on Technology Defined in Appendix A
300603 - Appendix A Defines Confidential Information on Technology
300604 - Technology Defined Appendix A Confidential Information
300605 -
300606 -
300607 -    ARTICLE ONE.
300608 -            ..
300609 -       1.  Confidential Information.
300610 -
300611 -           "Confidential Information" means any information relating
300612 -           to, referring to, incorporated or contained in the
300613 -           Technology, including, but not limited to, trade secrets of
300614 -           the Technology (Appendix A), ref SDS 0 NY6K, any information
300615 -           relating to the Technology, promotional plans for the
300616 -           Technology, business relationships of the Disclosing Party,
300617 -           equipment involved in the production of the Technology,
300618 -           provision of services related to the Technology, or any
300619 -           other information of Disclosing Party that derives
300620 -           independent economic value, actual or potential, from not
300621 -           being generally known to the public or to other persons who
300622 -           can obtain economic value from its disclosure or use.
300623 -           Confidential Information does not include any information
300624 -           that:  (a) was already legally known to Recipient prior to
300625 -           the time that it is disclosed to the Recipient by Disclosing
300626 -           Party after execution of this Agreement; (b) is in or has
300627 -           entered the public domain through no breach of this
300628 -           Agreement or other wrongful act of the Recipient; (c) has
300629 -           been rightfully received from a third party not under an
300630 -           obligation of confidentiality in connection with the
300631 -           Confidential Information or without a breach of this
300632 -           Agreement; (d) has been approved for release by the prior
300633 -           written authorization of Disclosing Party; or (e) is
300634 -           required to be produced in compliance with applicable law or
300635 -           a court order, as evidenced by the written opinion of legal
300636 -           counsel, provided that Disclosing Party is given reasonable
300637 -           notice of such law or order and an opportunity to attempt to
300638 -           seek a protective order or otherwise preclude or limit such
300639 -           production.  Recipient may demonstrate, write about and
300640 -           discuss the Technology with others for purposes of
300641 -           performing this Agreement, provided there is attribution of
300642 -           ownership to the Disclosing Party and provided further that
300643 -           there is prior approval of Disclosing Party. (see sample
300644 -           language ref OF 2 HT75)
300645 -
300647 -  ..
300648 - Per analysis below, ref SDS 0 NO4N, the Agreement implements planning
300649 - on 030611 for CSG to protect Welch IP as a condition of technology
300650 - transfer, ref SDS 10 K37T, discused on 030612. ref SDS 12 K37T  Jerry
300651 - reported plans to accomplish this provision in part by submitting a
300652 - revised Agreement he has with CSG to protect IP, ref SDS 15 HU93; on
300653 - 030630 the form Jerry submitted for this purpose seemed adequate.
300654 - ref SDS 16 MW4H
300655 -
300656 -
300657 -
300658 -
300659 -
300660 -
300661 -
3007 -

SUBJECTS
Purpose of Disclosing Confidential Information Evaluate Opportunity F

3103 -
310401 -            ..
310402 -       2.  Purpose of Disclosing Confidential Information.
310403 -
310404 -           It is understood and agreed to by Disclosing Party and the
310405 -           Recipient that any exchange of Confidential Information
310406 -           under this Agreement shall be solely for the purpose of
310407 -           evaluating opportunity of forming a business with Disclosing
310408 -           Party.  The parties further agree that such evaluation
310409 -           requires using the Technology on Recipient's personal
310410 -           notebook computer and on desktop computers at both
310411 -           Recipient's home and place of buisness to perform routine
310412 -           management and engineering work, which will result in costs
310413 -           and benefits to Recipient and to CSG.  The parties mutually
310414 -           agree that costs and benefits will be offsetting; no
310415 -           entitlement to payments of any kind will be owed nor
310416 -           required by either party, including CSG, except as provided
310417 -           in Section 5 Remedies. ref SDS 0 WT4R  Recipient may further
310418 -           use the Technology for non-business tasks to "manage" all
310419 -           daily activity as a comprehensive and integrated schedule
310420 -           and diary in order to make a full, good faith evaluation of
310421 -           usefulness and commercial potential for augmenting human
310422 -           intelligence and memory. (see sample language ref OF 2 HT46)
310424 -  ..
310425 - This language together with Section 5, Remedies, accomplishes
310426 - objectives set in telecon with Jerry on 030612. ref SDS 12 SF85
310428 -  ..
310429 - Using SDS at home and at work aligns with planning reported by Jerry
310430 - on 030609 that his boss has approved Jerry to invest time at work to
310431 - learn and apply SDS for purposes of evaluation. ref SDS 9 XO60
310432 -
310433 -        [On 030718 confirmed SDS will be used at home and at work.
310434 -        ref SDS 21 A946
310436 -         ..
310437 -        [On 030722 Jerry's letter confirms plans to use SDS at home and
310438 -        at work. ref SDS 22 YP49
310439 -
310440 -
310441 -
310442 -
310443 -
310444 -
3105 -

SUBJECTS
Article Two Section 3 Use and Disclosure Confidential Information
NDA Agreement CSG Users of SDS Will Sign Confidentiality Agreement to
Confidentiality NDA Agreement CSG Users of SDS Will Sign Confidential
IP Agreement CSG Users of SDS Will Sign Confidentiality Agreement to

5006 -
500701 -     ..
500702 -    ARTICLE TWO.
500703 -
500704 -       3.  Use and Disclosure of Confidential Information.
500705 -
500706 -           Recipient hereby agrees that it shall use the Confidential
500707 -           Information set forth in Section 1 solely for the purpose
500708 -           set forth in Section 2 above, ref SDS 0 WT7U, and that it
500709 -           will cause its officers, directors, employees and agents to
500710 -           do the same.  Recipient shall only disclose the Confidential
500711 -           Information to those officers, directors, employees and
500712 -           agents of Recipient that have a need to know the
500713 -           Confidential Information and are bound by a similar
500714 -           obligation of confidence to the Recipient.  Except as
500715 -           expressly allowed herein, Recipient shall not reproduce any
500716 -           of the Confidential Information and shall not disclose all
500717 -           or any part of the Confidential Information in any form to
500718 -           any third party, except as required for the purpose set
500719 -           forth in Section 2. ref SDS 0 WT7U (see sample language
500720 -           ref OF 2 HT5S)
500722 -  ..
500723 - Implements Jerry's proposal on 030611, ref SDS 10 K38V, and
500724 - discussions with Jerry on 030612 for CSG staff and others who work
500725 - with SDS to sign a confidentility agreement that incorporates this
500726 - Agreement. ref SDS 12 K38V
500727 -
500728 -
500729 -
500730 -
500731 -
5008 -

SUBJECTS
Section 4 Termination 6 Month Evaluation Period
SDS Technology Transfer Essential for Purpose of Agreement to Occur W

5104 -
510501 -            ..
510502 -       4.  Termination and 6 Month Evaluation Period
510503 -
510504 -           The parties agree that technology transfer occurs primarily
510505 -           through use of the Technology and secondarily through study
510506 -           of writings by Disclosing Party listed in Appendix A.  The
510507 -           parties desire to provide sufficient time for Recipient to
510508 -           learn the Technology (including trade secrets) by acquiring
510509 -           experience using the Technology, as set out in section 3, in
510510 -           order to evaluate potential for realizing benefits of
510511 -           financial gain and saving time through greater efficiencies
510512 -           applying Technology trade secrets set out in Appendix A, and
510513 -           further to evaluate potential for commercial sales by
510514 -           attracting customers to such benefits.  The parties agree
510515 -           that six (6) months is a sufficient time for this
510516 -           evaluation.  The parties set the date of January 31, 2004
510517 -           for this agreement to terminate, if not terminated nor
510518 -           extended prior to that date.  Either party can terminate
510519 -           this agreement at any time by written or electronic
510520 -           notification prior to the termination date of January 31,
510521 -           2004.  Upon termination by either party, or when termianted
510522 -           automatically by default on January 31, 2004, Recipient
510523 -           shall remove the SDS software program from all computers and
510524 -           other media, shall return the CD with the SDS program to the
510525 -           Disclosing Party, and shall continue to abide by the terms
510526 -           of this confidentiality agreement for a period of fifteen
510527 -           (15) years from the date of termination, as extended.
510528 -           (incorporated language from Jerry's proposal on 030624.
510529 -           ref SDS 14 OJ62)
510530 -
510531 -
510532 -
510533 -
510534 -
5106 -

SUBJECTS
Section 5 Remedies 5% Royalties on Commercial Gain for Period of 15 Y

5303 -
530401 -            ..
530402 -       5.  Remedies 5% Royalties on Commercial Gain
530403 -
530404 -           Unauthorized use or disclosure by the Recipient of
530405 -           Confidential Information will diminish the value to
530406 -           Disclosing Party of the Confidential Information and damage
530407 -           relationships Disclosing Party has or is developing with
530408 -           potential investors in the Technology.  It is further
530409 -           understood and agreed that the current valuation of the
530410 -           Technology based solely on development costs to date is
530411 -           $5,000,000, and that the potential commercial value of the
530412 -           technology is much larger.  In the event of commercial gain
530413 -           by Recipient resulting from trade secrets of the Technology
530414 -           set out in Appendix A, ref SDS 0 NY6K, then for a period of
530415 -           15 years from the date of Termination of this Agreement, the
530416 -           Disclosing Party shall be entitled to just compensation,
530417 -           including royalties of 5% on gross sales.  The parties
530418 -           further understand and agree that money damages would not be
530419 -           a sufficient remedy for any breach of this Agreement and
530420 -           that the Disclosing Party shall be entitled to equitable
530421 -           relief to protect its interest herein, including but not
530422 -           limited to injunctive relief and specific performance, as
530423 -           well as monetary damages. (see sample language ref OF 2
530424 -           HU31)
530426 -  ..
530427 - Implements planning from telecon with Jerry on 030612. ref SDS 12 SF85
530428 -
530429 -
530430 -
530431 -
530432 -
530433 -
5305 -

SUBJECTS
Section 6 Severability

5403 -
540401 -            ..
540402 -       6.  Severability.
540403 -
540404 -           If any provision of this Agreement is declared illegal or
540405 -           invalid, such provision will be deemed severed, with the
540406 -           remaining provisions of this Agreement being deemed to
540407 -           remain in full force and effect. (see sample language
540408 -           ref OF 2 HU4G)
540409 -
540410 -
540411 -
540412 -
540413 -
5405 -

SUBJECTS
Section 7 Governing Law California

5503 -
550401 -            ..
550402 -       7.  Governing Law.
550403 -
550404 -           This Agreement shall be governed by and construed in
550405 -           accordance with the laws of the State of California, except
550406 -           to the extent preempted by the laws of the United States,
550407 -           without reference to the conflict of laws provisions of
550408 -           California law.  Any action or proceeding arising out of or
550409 -           related to this Agreement or its termination shall be
550410 -           brought in a court located within the City and County of San
550411 -           Francisco, State of California, and that each of the parties
550412 -           hereby agree to be subject to service or process in
550413 -           California, and to submit to the jurisdiction and venue of
550414 -           such court. (see sample language ref OF 2 HU56)
550415 -
550416 -
550417 -
550418 -
5505 -

SUBJECTS
Section 8 Entire Agreement

5603 -
560401 -            ..
560402 -       8.  Entire Agreement.
560403 -
560404 -           This Agreement constitutes the complete and exclusive
560405 -           statement of the terms and conditions between the parties
560406 -           and supersedes any previous agreements pertaining to the
560407 -           subject matter hereof. (see sample language ref OF 2 HU6T)
560408 -
560409 -
560410 -
560411 -
5605 -

SUBJECTS
Section 9 Counterparts

5703 -
570401 -            ..
570402 -       9.  Counterparts.
570403 -
570404 -           This Agreement may be executed (by original or telecopied
570405 -           signature) in counterparts, each of which shall be deemed an
570406 -           original, but all of which taken together shall constitute
570407 -           but one and the same instrument. (see sample language
570408 -           ref OF 2 HU7P)
570410 -     ..
570411 -    IN WITNESS WHEREOF, the undersigned have executed this
570412 -    Confidentiality and Nondisclosure Agreement as of the date first
570413 -    set forth above. (see sample language ref OF 2 HU7V)
570415 -     ..
570416 -    DISCLOSING PARTY:
570418 -     ..
570419 -    Rod Welch, Individual
570420 -
570422 -     ..
570423 -    _______________________________
570424 -    By:  Rod Welch
570425 -    Title:  Individual
570427 -     ..
570428 -    RECIPIENT:
570430 -     ..
570431 -    Jerry J. Nord, Individual
570432 -
570434 -     ..
570435 -    _______________________________
570436 -    By:  Jerry J. Nord
570437 -    Title:  Individual
570438 -
570439 -
570440 -
570441 -
5705 -

SUBJECTS
Appendix Trade Secrets Non-disclosure Patentable Intellectual Propert
Appendix A Technology Defined Cited in Article 1 Section 1 Confidenti
IP Intellectual Property SDS Com Metrics POIMS
Royalties License Trade Secrets SDS Unique Novel Design Architecture
Integration Time Information Adds Intelligence to Management Creates
SDS List on Jerry Nord's Non-disclosure Agreement with CSG to Provide
Appendix A Agreement Non-disclosure CSG Jerry Nord List SDS Trade Sec
IP SDS Listed in Appendix A for Attachment to Non-disclosure Agreemen
Appendix A SDS Trade Secrets Phase 1 SDS Project Product Program Busi
Copyright Welch Publications Intellectual Property in Appendix A of A

6912 -
691301 -  ..
691302 - Appendix A  Intellectual Property for Technology Transfer
691303 -
691304 - Follow up ref SDS 12 E55I.
691305 -
691306 - Per understandings from telecon on 030612, ref SDS 12 UP4N, prepared a
691307 - separate Appendix A, ref OF 1 0002, with following content specifing
691308 - scope of Welch technology transfer protected by Section 2, ref SDS 0
691309 - DW4J, and by Section 4, ref SDS 0 I44O, of the Agreement....
691310 -
691311 -          [On 030716 report progress on preparing Appendix A for
691312 -          non-disclosure agreement. ref SDS 20 6O41
691314 -           ..
691315 -          [On 030723 Morris discusses protections for technology
691316 -          transfer. ref SDS 23 0001
691317 -
691318 -    1.  For background, cite the history of developing SDS beginning in
691319 -        1983, and reported on 000723. ref SDS 2 0008
691321 -         ..
691322 -    2.  List trade secrets shown in the record on 000831. ref SDS 3
691323 -        IW5G
691325 -         ..
691326 -        Appendix A section 1 section defines Com Metrics as a
691327 -        management science, SDS as a software program, ref OF 1 W55G,
691328 -        and section 2 explains POIMS as the technology requirements for
691329 -        SDS. ref OF 1 DS3H  These explanations are based on SDS
691330 -        foundational documents showing the features and benefits of
691331 -        SDS, ref OF 9 3385, and, also, the Typical Day Scenario.
691332 -        ref OF 10 0001
691333 -
691334 -            [On 030709 Jerry submits internal correspondence at CSG
691335 -            asking for distinction between SDS and POIMS. ref SDS 19
691336 -            J98I
691338 -             ..
691339 -            [On 030724 amended Section 7 of Appendix A to explain
691340 -            explict links and standard links. ref SDS 24 RU8P
691341 -
691343 -         ..
691344 -    3.  List eight steps using SDS that comprises Com Metrics, shown on
691345 -        001219. ref SDS 4 4W4L
691347 -         ..
691348 -    4.  List publications shown on Com Metrics web site.....
691349 -
691350 -             http://www.welchco.com/00601.HTM#4460
691351 -
691352 -
691353 -
6914 -

SUBJECTS
Analysis Non-disclosure Confidential Intellectual Property Trade Secr
Analysis Trade Secrets Appendix Non-disclosure Patentable Intellectua
Analysis Agreement Non-disclosure CSG Jerry Nord

7405 -
740601 -  ..
740602 - Non-disclosure Agreement Satisfies Intent of the Parties
740603 -
740604 - Actually, this effort sounds too officious for our purposes, but maybe
740605 - we need this structure to help us through some issues that are not
740606 - evident at this time.
740607 -
740608 -      [On 030716 Jerry submits feedback from CSG legal proposing formal
740609 -      license agreement. ref SDS 20 NW5M
740611 -  ..
740612 - With this non-disclosure, ref SDS 0 NS6J, including Appendix A that
740613 - lists agreed elements of SDS trade secrets, as shown in the record on
740614 - 000831, ref SDS 3 IW5G, and with this agreement incorporated into
740615 - Jerry's agreement with CSG, per discussion with Jerry on 030627,
740616 - ref SDS 15 HU93, and later on 030703, ref SDS 18 JL4F, and further per
740617 - his letter on 030630 submitting a copy of his non-disclosure agreement
740618 - with CSG, ref SDS 16 MW4H, that should get us through to a phase 1
740619 - situation where we can work on a business deal to guide performance of
740620 - phase 2.
740621 -
740622 -       [On 030716 CSG wants to establish training and support rates at
740623 -       this time, rather than work on getting Jerry in a position to
740624 -       evaluate whether there is a need for training and support.
740625 -       ref SDS 20 W15X
740627 -        ..
740628 -       [On 030718 clarified scope of initial effort by CSG and Jerry
740629 -       limited to program and business evaluation. ref SDS 21 NW5M and
740630 -       ref SDS 21 W16W
740632 -  ..
740633 - My sense is that Jerry needs to be able to explain SDS technology to
740634 - colleagues in order to make an evaluation, so this entails disclosing
740635 - POIMS, which is already on the Internet, and it entails showing people
740636 - the program, and demonstrating capabilities, which are "trade
740637 - secrets," as set out on 000831. ref SDS 3 IW5G  The core of
740638 - protection lies in not handing over the program for others to use,
740639 - because use, and seemingly, use alone, enables technology transfer, as
740640 - related in analysis of Morris comments on 030612. ref SDS 11 BR8O
740642 -  ..
740643 - The main subsidiary task for Jerry to accomplish the purpose of the
740644 - Agreement to make a good faith evaluation is for Jerry and his team to
740645 - learn and deploy SDS among a number of people.  This must be part of
740646 - any evaluation about the viability of a business.  It entails
740647 - investing time to learn, experiment and start over a few times.  It
740648 - requires discovering the people, personalities and circumstances that
740649 - are conducive to using SDS for Com Metrics, and perhaps identifying
740650 - applications that are less than required for Com Metrics, but are
740651 - commercially viable, i.e., "SDS-light."  Tried to accomplish this
740652 - "use" requirement in Article 2 para 3 of the standard Agreement, per
740653 - above. ref SDS 0 WT83, citing the purpose of the agreement shown in
740654 - Article 1 para 2. ref SDS 0 WT7U
740655 -
740656 -
740657 -
740658 -
740660 -  ..
7407 -
7408 -
7409 - 1051
7410 -
741001 - Submitted email to Jerry asking about using the above language to get
741002 - started, ref SDS 0 WS8G, and then use the period of evaluation to
741003 - formalize a business agreement, if Jerry decides to continue, per
741004 - analysis above. ref SDS 0 NM3F and on satisfying intent of the
741005 - parties. ref SDS 0 DY74
741006 -
741007 -
741008 -
741009 -
741011 -  ..
7411 -
7412 -
7413 - 1204
7414 -
741401 - Called Jerry and left a message that an email was submitted with
741402 - feedback on a proposed Agreement, per above. ref SDS 0 NO5G
741403 -
741404 -
741405 -
741406 -
741407 -
741408 -
7415 -

SUBJECTS
CD Prepare to Submit SDS to Jerry
CSG Jerry Nord CD Prepare SDS Program Set Submit to Jerry Nord at CSG
CD Prepare to Submit SDS to Jerry with Rod's SDS Records and Create S
Contacts Assign New Contact Numbers for Jerry Above 10000
CD Prepare to Submit SDS to Jerry with Rod's SDS Records and Create S
CD Copy Files to Corresponding Directories on the Disk
Ship SDS CD to Jerry at CSG
SDS CD Shipped to Jerry at CSG

8610 -
861101 -  ..
861102 - Begin Prepare CD to Transfer SDS to Jerry Nord at CSG
861103 -
861104 - Will use procedures in the record on 020924. ref SDS 8 PU62
861105 -
861106 - Key issues for configuration....
861108 -        ..
861109 -   1.  SDS program submit User code, exclude development code
861110 -
861111 -       Configure Group Manager to show only....
861112 -
861113 -           Jerry J. Nord
861114 -           Rod Welch
861116 -              ..
861117 -             [On 030815 this plan failed, so we modified the Group
861118 -             Manager for Jerry. ref SDS 25 3J61
861119 -
861121 -        ..
861122 -   2.  Rod's Records
861124 -        ..
861125 -   3.  Subject Index Configure
861126 -
861127 -       •  SDS project account....................... 04 00076
861128 -       •  Contacts.................................. 05
861129 -       •  Research.................................. 07
861130 -
861131 -       •  Omit....
861132 -
861133 -          02 because being replaced by 05.
861134 -
861136 -        ..
861137 -   4.  SDS program application configure.
861138 -
861139 -       Set up icon and application using DOS and c: sd 01 sds.bat
861141 -        ..
861142 -   5.  SDS Medit Desktop Icons configure
861143 -
861144 -       Set up icon and application using DOS and c: sd 01 mj.bat
861146 -        ..
861147 -   6.  DOS w2k Applications Properties Set for Mouse Ops
861148 -
861149 -       Set up icon and application using DOS and c: sd 01 dos.bat
861151 -        ..
861152 -   7.  Contacts Assign New Contact Numbers for Jerry Above 10000
861154 -        ..
861155 -   8.  Personal contact record for Jerry
861157 -        ..
861158 -   9.  Pkzip code and configuration for transferring records to Rod.
861159 -
861160 -       This is in c: sd 01 and needs to be installed.
861162 -        ..
861163 -  10.  Transfer batch file, configure...
861164 -
861165 -                 c: 01 02 tjn.bat
861166 -
861167 -       ...to transfer Rod's records to Jerry. ref OF 19 507J
861169 -        ..
861170 -       Created....
861171 -
861172 -                 c: 01 02 trw.bat
861173 -
861174 -       ...for Jerry to transfer his records to Rod (rod welch - thus,
861175 -       trw.bat). ref OF 20 507J
861176 -
861178 -        ..
861179 -       Created....
861180 -
861181 -                 c: 01 02 tjj.bat
861182 -
861183 -       ...for Jerry to transfer his records to himself between work,
861184 -       home and notebook to keep everything in sync. ref OF 18 507J
861185 -
861186 -           If Jerry uses the procedure of using a notebook computer to
861187 -           transfer files, then a simple way to know the date to use
861188 -           for transferring between computers is to open SDS on the
861189 -           notebook without archiveing, and it will show the last time
861190 -           it was updated.  Use that date with the following
861191 -           command...
861192 -
861193 -                 C>\09\tjj mmddyyyy
861194 -
861195 -
861197 -        ..
861198 -  11.  Wsftp Configuration for FTP to Website
861199 -
861200 -       This is in c: sd 01 and needs to be installed.
861202 -        ..
861203 -  12.  Xcopy Install SDS from CD Rather than Use Drag and Drop
861205 -        ..
861206 -  13.  DOSX Comment Out of Autoexec.nt for W2K for Maximum Memory
861208 -        ..
861209 -  14.  Keyboard Configuration for Effective Knowledge Work, as
861210 -       explained on 020924. ref SDS 8 EL8F
861212 -        ..
861213 -  15.  Records for Jerry Starting SDS Showing History of Past Work
861215 -        ..
861216 -  16.  Link training records to Jerry's records.
861217 -
861218 -
861219 -
861220 -
861221 -
861222 -
861223 -
861224 -
861225 -
861226 -
8613 -