Common use of Proprietary Information Clause in Contracts

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Consultant agrees during the term of this Agreement and thereafter that it will take all steps reasonably necessary to hold the Service Recipient’s and its subsidiaries’ (collectively, “Company Group”) Proprietary Information (defined below) in trust and confidence, will not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will continue not disclose any such Proprietary Information to possess any third party without first obtaining Service Recipient’s express written consent on a case-by-case basis. “Proprietary Information” means all Work Product as defined in Section 4(c) below and all information that has been created, discovered, or developed by, or otherwise become disclosed by Company Group to Consultant not generally known to, in the Group (includingindustry and includes, without limitation, information created(i) trademarks, discoveredtrade secrets, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Groupinventions, which information has commercial value in the business in which the Group is engaged mask works, ideas, processes, formulas, source and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited toobject codes, data, researchsoftware, patentsartwork other works of authorship, inventionsknow-how, improvements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plansprocesses and manufacturing techniques (hereinafter collectively referred to as “Inventions”); and (ii) information regarding plans for investment, strategiesacquisitions, forecastsresearch, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, budgets, projections, licenses, prices, prices and costs, suppliers and customer, supplier customers; and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at regarding the time skills and compensation of disclosure and was not acquired by Employee directly or indirectly from any employees of the Group on a confidential basisCompany Group. Notwithstanding the other provisions of this Agreement, nothing received by Consultant will be considered to be Proprietary Information if (ivA) information which becomes it has been published or is otherwise readily available to Employee on the public other than by a non-confidential basis breach of this Agreement; (B) it has been rightfully received by Consultant from a source other than any third party without confidential limitations; (C) it has been independently developed for Consultant by personnel or agents without use of the Group and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entities, Proprietary Information; or (viD) information required it was known to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns Consultant prior to its first receipt from the Company any rights Employee may have or acquire Group (as defined in Section 7 below). For the avoidance of doubt, the duties under this Section 4(a) shall continue indefinitely unless such Proprietary Information. At all times, both during Employee's employment duties are expressly terminated by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Executive during the period of or arising out of his my employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, ,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeExecutive, (iii) information which Employee Executive can demonstrate was in EmployeeExecutive’s possession at the time of disclosure and was not acquired by Employee Executive directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of EmployeeExecutive’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Executive assigns to the Company any rights Employee Executive may have or acquire in such Proprietary Information. At all times, both during Employee's Executive’s employment by the Company and after its termination, Employee Executive shall keep in strictest confidence and trust all Proprietary Information, and Employee Executive shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's Executive’s duties as an employee Executive of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses “Confidential Information” means information, other than Trade Secrets, that is of value to eQuorum and will continue to possess is treated as confidential. “Trade Secrets” means information that has been createdof eQuorum which derives economic value, discoveredactual or potential, or developed by, or otherwise become from not being generally known to, the Group (and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and includes any source code for software and software design documentation delivered hereunder, if any, in all forms. “Proprietary Information” means Trade Secrets and Confidential Information collectively, including, without limitationbut not limited to business plans, information createdproduct plans, discoveredtechnical and non-technical data, developed formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or made known to by Employee during lists of actual or potential customers or suppliers of eQuorum, including the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidentialSoftware. Except as otherwise herein expressly set forth in this Agreement, Licensee will hold in confidence all Proprietary Information of eQuorum to the same extent and in at least the same manner as such party protects its own confidential or proprietary information, which shall in no event be less than reasonable care. Licensee shall not disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose inconsistent with this Agreement, the Proprietary Information of eQuorum or any portion thereof in any form to, or for the use or benefit of, any person or entity without eQuorum’s express written consent. Licensee shall, however, be permitted to disclose relevant aspects of the Proprietary Information only to its attorneys, accountants, officers, agents, subcontractors and employees to the extent such persons have a need to know such information for the purposes of performing such party’s duties and obligations under this Agreement or by law; provided, however, that Licensee shall take all reasonable measures to ensure that Proprietary Information is not disclosed or duplicated in contravention of the provisions of this Agreement by such attorneys, accountants, officers, agents, subcontractors and employees. Licensee’s obligations under this Agreement with regard to (a) Trade Secrets remain in effect for as long as such information is hereinafter called “Proprietary Information”shall remain a trade secret under applicable law, which termand (b) Confidential Information shall remain in effect for the term of this Agreement, as used hereinand any extensions thereto, shall also include, but and five (5) years thereafter. The foregoing obligations shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, apply if and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include extent that Licensee establishes that: (i) the information which is in the public domaincommunicated was already known to Licensee, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employeewithout obligation to keep it confidential, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee its receipt directly or indirectly from eQuorum; (ii) the information communicated was received by Licensee in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) the information is independently developed by Licensee without use of any of the Group on a confidential basis, Proprietary Information received from eQuorum; or (iv) the information which becomes available to Employee on a non-confidential basis from a source communicated was publicly known at the time of its receipt by Licensee or has become publicly known other than any by a breach of this Agreement or other action by Licensee. In the Group and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entities, event Licensee is required or (vi) information required to be disclosed requested by any federal or state law, rule or regulation or by judicial order, any applicable judgment, order or decree or any court third party or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information (including without the limitation by verbal or written consent questions, interrogatories, requests for information or documents, subpoenas, or civil investigative demand or similar process), Licensee shall promptly notify eQuorum in writing of the Groupsuch requests or demand, except as may be necessary in the ordinary course order to provide eQuorum with an opportunity to seek an appropriate protective order or other relief to prevent such disclosure. Licensee shall cooperate fully in all efforts to prevent disclosure of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all such Proprietary Information shall be kept in confidence of eQuorum. Upon request by Employee for a period of at least three (3) years after the Termination Date eQuorum or upon termination of this Employment Agreement, Licensee shall return to eQuorum or destroy (if requested by eQuorum) any Proprietary Information in its possession or control and in all types of media and computer memory, and shall destroy any notes, memorandum, projections, reports or other documents prepared by either party that contain or otherwise reflect Proprietary Information of eQuorum. Upon request by eQuorum, Licensee shall provide to eQuorum a written certification signed by an officer of Licensee that it has complied with this Section.

Proprietary Information. The Group possesses In connection with their services pursuant to this Agreement, Consultant will obtain certain information from the Client concerning the Client's business, operations and will continue to possess information that has been createdcertain inventions, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Groupknow-how and technology, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidentialClient considers proprietary. Except as otherwise herein provided, all The Consultant agrees to treat any such information is hereinafter called “Proprietary (herein collectively referred to as the "Confidential Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists") in accordance with the provisions of this paragraph 2. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall Confidential Information does not include information which (i) information which is in independently obtained from members of the public domainto whom the information was made available other than as a result of a disclosure by the Consultant or its directors, officers, employees, agents or advisors, or (ii) information which is published was or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee the Consultant on a non-confidential basis from a source other than the Client or its directors, officers, employees, agent or advisors provided that such source is not known to the Consultant to be bound by a confidentiality agreement with the Client. The Consultant hereby agrees that the Confidential Information will be kept confidential by the Consultant, provided, however, that any disclosure of such Confidential Information may be made to which the Client consents in writing. Upon expiration or termination of this Agreement, the Consultant shall promptly redeliver to the Client any and all written material containing or reflecting any of the Group Confidential Information and which sourcewill not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the Consultant or its advisor based on the information contained in the Confidential Information shall be destroyed, and such destruction shall, upon demand, be certified in writing to the best of Employee’s knowledge, did not acquire Client by an authorized officer supervising such destruction. It is agreed that all information and materials produced by the information on a confidential basis, (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information Client shall be the sole and exclusive property of the Group Client. All copyright and their respective assigns. Employee assigns to title of said work shall be the Company any rights Employee may have or acquire in such Proprietary Information. At property of the Client, free and clear of all times, both during Employee's employment claims thereto by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary InformationConsultant, and Employee the consultant shall not use or disclose any Proprietary Information without retain no claim of authorship therein. The provisions of this paragraph 2 shall survive expiration and termination of this Agreement. The Consultant agrees to perform the written consent of the Group, except as may be necessary work hereunder diligently and in the ordinary course of performing Employee's duties as an employee of highest professional manner and shall provide all necessary personnel to complete the Company. Notwithstanding work in the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence time and manner reasonably set forth by Employee for a period of at least three (3) years after the Termination Date of this Employment AgreementClient.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Executive during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, ,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeExecutive, (iii) information which Employee Executive can demonstrate was in EmployeeExecutive’s possession at the time of disclosure and was not acquired by Employee Executive directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of EmployeeExecutive’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Executive assigns to the Company any rights Employee Executive may have or acquire in such Proprietary Information. At all times, both during Employee's Executive’s employment by the Company and after its termination, Employee Executive shall keep in strictest confidence and trust all Proprietary Information, and Employee Executive shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's Executive’s duties as an employee Executive of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Practice and Vision 21 possess and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group Practice or Vision 21 (including, without limitation, information created, discovereddiscovered or developed by, developed or made known to by Employee Optometrist during the period of or arising out of his employment by the CompanyPractice) or in which property rights have been or may be assigned or otherwise conveyed to the GroupPractice or Vision 21, which information has commercial value in the business respective businesses in which the Group is Practice and Vision 21 are engaged and is treated by the Group Practice and Vision 21 as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customerpatient, supplier and potential acquisition candidates lists, and patient files and records. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeOptometrist, (iii) information which Employee Optometrist can demonstrate was in Employee’s Optometrist's possession at the time of disclosure and was not acquired by Employee Optometrist directly or indirectly from any of the Group Practice or Vision 21 on a confidential basis, (iv) information which becomes available to Employee Optometrist on a non-confidential basis from a source other than any of the Group Practice or Vision 21 and which source, to the best of Employee’s Optometrist's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group Practice and Vision 21 and their respective assigns. Employee Optometrist assigns to the Company Practice and Vision 21 any rights Employee Optometrist may have or acquire in such Proprietary Information. At all times, both during EmployeeOptometrist's employment by the Company Practice and after its terminationtermination or expiration, Employee Optometrist shall keep in strictest confidence and trust all Proprietary Information, and Employee Optometrist shall not use or disclose any Proprietary Information without the written consent of the GroupPractice and Vision 21, except as may be necessary in the ordinary course of performing EmployeeOptometrist's duties as an employee of the CompanyPractice. Notwithstanding This Section 16 shall survive the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date termination or expiration of this Employment Agreement.

Proprietary Information. In connection with their services pursuant to this Agreement, Consultant will obtain certain information from the Client concerning the Client's business, operations and certain inventions, know-how and technology, which the Client considers proprietary. The Group possesses and will continue Consultant agrees to possess treat any such information that has been created(herein collectively referred to as the "Confidential Information") in accordance with the provisions of this paragraph 2. Confidential Information does not include information which (I) is independently obtained from members of the public to whom the information was made available other than as a result of a disclosure by the Consultant or its directors, discoveredofficers, employees, agents or advisors, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published was or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee the Consultant on a non-confidential basis from a source other than the Client or its directors, officers, employees, agent or advisors provided that such source is not known to the Consultant to be bound by a confidentiality agreement with the Client. The Consultant hereby agrees that the Confidential Information will be kept confidential by the Consultant, provided, however, that any disclosure of such Confidential Information may be made to which the Client consents in writing. Upon expiration or termination of this Agreement, the Consultant shall promptly redeliver to the Client any and all written material containing or reflecting any of the Group Confidential Information and which sourcewill not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the Consultant or its advisor based on the information contained in the Confidential Information shall be destroyed, and such destruction shall, upon demand, be certified in writing to the best of Employee’s knowledge, did not acquire Client by an authorized officer supervising such destruction. It is agreed that all information and materials produced by the information on a confidential basis, (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information Client shall be the sole and exclusive property of the Group Client. All copyright and their respective assigns. Employee assigns to title of said work shall be the Company any rights Employee may have or acquire in such Proprietary Information. At property of the Client, free and clear of all times, both during Employee's employment claims thereto by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary InformationConsultant, and Employee the consultant shall not use or disclose any Proprietary Information without retain no claim of authorship therein. The provisions of this paragraph 2 shall survive expiration and termination of this Agreement. The Consultant agrees to perform the written consent of the Group, except as may be necessary work hereunder diligently and in the ordinary course of performing Employee's duties as an employee of highest professional manner and shall provide all necessary personnel to complete the Companywork in the time and manner reasonably set forth by the Client. Notwithstanding the foregoingThe Consultant shall strictly observe all securities regulations and laws, Employee agrees that and all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreementother laws.

Proprietary Information. The Group possesses and will ------------------------ continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Executive during the period of or arising out of his my employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”, ," which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeExecutive, (iii) information which Employee Executive can demonstrate was in Employee’s Executive's possession at the time of disclosure and was not acquired by Employee Executive directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s Executive's knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Executive assigns to the Company any rights Employee Executive may have or acquire in such Proprietary Information. At all times, both during EmployeeExecutive's employment by the Company and after its termination, Employee Executive shall keep in strictest confidence and trust all Proprietary Information, and Employee Executive shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing EmployeeExecutive's duties as an employee Executive of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Practice and Vision 21 possess and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group Practice or Vision 21 (including, without limitation, information created, discovereddiscovered or developed by, developed or made known to by Employee Ophthalmologist during the period of or arising out of his employment by the CompanyPractice) or in which property rights have been or may be assigned or otherwise conveyed to the GroupPractice or Vision 21, which information has commercial value in the business respective businesses in which the Group is Practice and Vision 21 are engaged and is treated by the Group Practice and Vision 21 as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customerpatient, supplier and potential acquisition candidates lists, and patient files and records. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeOphthalmologist, (iii) information which Employee Ophthalmologist can demonstrate was in Employee’s Ophthalmologist's possession at the time of disclosure and was not acquired by Employee Ophthalmologist directly or indirectly from any of the Group Practice or Vision 21 on a confidential basis, (iv) information which becomes available to Employee Ophthalmologist on a non-confidential basis from a source other than any of the Group Practice or Vision 21 and which source, to the best of Employee’s Ophthalmologist's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group Practice and Vision 21 and their respective assigns. Employee Ophthalmologist assigns to the Company Practice and Vision 21 any rights Employee Ophthalmologist may have or acquire in such Proprietary Information. At all times, both during EmployeeOphthalmologist's employment by the Company Practice and after its terminationtermination or expiration, Employee Ophthalmologist shall keep in strictest confidence and trust all Proprietary Information, and Employee Ophthalmologist shall not use or disclose any Proprietary Information without the written consent of the GroupPractice and Vision 21, except as may be necessary in the ordinary course of performing EmployeeOphthalmologist's duties as an employee of the CompanyPractice. Notwithstanding This Section 16 shall survive the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date termination or expiration of this Employment Agreement.

Proprietary Information. The Group possesses and will ------------------------ continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entitiesentities including, but not limited to, Tri-State Garden Supply d/b/a Gardenscape and/or any other entity, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group Company possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group Company (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the GroupCompany, which information has commercial value in the business in which the Group Company is engaged and is treated by the Group Company as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group Company on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group Company and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group Company and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's ’s employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the GroupCompany, except as may be necessary in the ordinary course of performing Employee's ’s duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Practice and Vision 21 possess and will continue to possess information that has been created, discovered, or developed by, or has otherwise become known to, the Group Practice or Vision 21 (including, without limitation, information created, discovered, or developed by or made known to by Employee Ophthalmologist during the period of or arising out of his employment by the CompanyPractice) or in which property rights have been or may be assigned or otherwise conveyed to the GroupPractice or Vision 21, which information has commercial value in the business respective businesses in which the Group is Practice and Vision 21 are engaged and is treated by the Group Practice and Vision 21 as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customerpatient, supplier and potential acquisition candidates lists, and patient files and records. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeOphthalmologist, (iii) information which Employee Ophthalmologist can demonstrate was in Employee’s Ophthalmologist's possession at the time of disclosure and was not acquired by Employee Ophthalmologist directly or indirectly from any of the Group Practice or Vision 21 on a confidential basis, (iv) information which becomes available to Employee Ophthalmologist on a non-confidential basis from a source other than any of the Group Practice or Vision 21 and which source, to the best of Employee’s Ophthalmologist's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group Practice and Vision 21 and their respective assigns. Employee Ophthalmologist assigns to the Company Practice and Vision 21 any rights Employee Ophthalmologist may have or acquire in such Proprietary Information. At all times, both during EmployeeOphthalmologist's employment by the Company Practice and after its terminationtermination or expiration, Employee Ophthalmologist shall keep in strictest confidence and trust all Proprietary Information, and Employee Ophthalmologist shall not use or disclose any Proprietary Information without the written consent of the GroupPractice and Vision 21, except as may be necessary in the ordinary course of performing EmployeeOphthalmologist's duties as an employee of the CompanyPractice. Notwithstanding This Section 15 shall survive the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date termination or expiration of this Employment Agreement.

Proprietary Information. The Group possesses and will ------------------------ continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Practice and Vision 21 possess and will continue to possess information that has been created, discovered, or developed by, or has otherwise become known to, the Group Practice or Vision 21 (including, without limitation, information created, discovered, or developed by or made known to by Employee Optometrist during the period of or arising out of his employment by the CompanyPractice) or in which property rights have been or may be assigned or otherwise conveyed to the GroupPractice or Vision 21, which information has commercial value in the business respective businesses in which the Group is Practice and Vision 21 are engaged and is treated by the Group Practice and Vision 21 as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customerpatient, supplier and potential acquisition candidates lists, and patient files and records. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeOptometrist, (iii) information which Employee Optometrist can demonstrate was in Employee’s Optometrist's possession at the time of disclosure and was not acquired by Employee Optometrist directly or indirectly from any of the Group Practice or Vision 21 on a confidential basis, (iv) information which becomes available to Employee Optometrist on a non-confidential basis from a source other than any of the Group Practice or Vision 21 and which source, to the best of Employee’s Optometrist's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group Practice and Vision 21 and their respective assigns. Employee Optometrist assigns to the Company Practice and Vision 21 any rights Employee Optometrist may have or acquire in such Proprietary Information. At all times, both during EmployeeOptometrist's employment by the Company Practice and after its terminationtermination or expiration, Employee Optometrist shall keep in strictest confidence and trust all Proprietary Information, and Employee Optometrist shall not use or disclose any Proprietary Information without the written consent of the GroupPractice and Vision 21, except as may be necessary in the ordinary course of performing EmployeeOptometrist's duties as an employee of the CompanyPractice. Notwithstanding This Section 15 shall survive the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date termination or expiration of this Employment Agreement.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Executive during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeExecutive, (iii) information which Employee Executive can demonstrate was in EmployeeExecutive’s possession at the time of disclosure and was not acquired by Employee Executive directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of EmployeeExecutive’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Executive assigns to the Company any rights Employee Executive may have or acquire in such Proprietary Information. At all times, both during EmployeeExecutive's employment by the Company and after its termination, Employee Executive shall keep in strictest confidence and trust all Proprietary Information, and Employee Executive shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing EmployeeExecutive's duties as an employee Executive of the Company. Notwithstanding the foregoing, Employee Executive agrees that all Proprietary Information shall be kept in confidence by Employee Executive for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Employee agrees that all Proprietary Information of which Employee may acquire knowledge is the sole and will continue exclusive property of the Company, and that the Company shall retain all right, title and interest to possess the Proprietary Information. Employee further agrees that Employee is not entitled to use Proprietary Information for his or her own benefit or for the benefit of others during or after the period of his or her employment, without the prior written consent of the Company. As used herein, "Proprietary Information" shall include, without limitation, information that has been created, discovered, or developed bydeveloped, or otherwise become known to, to the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or Company and/or in which property rights have been or may be assigned or otherwise conveyed to the GroupCompany, which information has commercial value in the Company's business in which or proposed business, including any trade secrets, confidential information, knowledge, data or other information of the Group is engaged and is treated by the Group as confidential. Except as otherwise herein providedCompany relating to products, all such information is hereinafter called “Proprietary Information”processes, which termknow-how, as used herein, shall also include, but shall not be limited to, datadesigns, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technologytest procedures and results, designsimprovements, inventions or techniques, finances, customers, vendors, services, business plans, marketing plans, plans and strategies, forecastspricing strategies, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement or other subject matter pertaining to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part any business of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from Company for any of the Group on a confidential basisits clients, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which sourcecustomers, to the best of Employee’s knowledgeconsultants, did not acquire the information on a confidential basis, (v) information belonging to other entities, licensees or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assignsaffiliates. Employee assigns further agrees not to the Company reproduce or in any rights Employee may have or acquire in way allow any such Proprietary Information, knowledge, data or other information, or any documentation relating thereto, to be delivered or used by any third party without specific direction or consent of a duly authorized representative of the Company. At all times, both during In the event of the termination of Employee's employment by the Company and after its terminationfor any reason whatsoever, Employee shall keep in strictest confidence promptly return all records, materials, equipment, drawings and trust all the like pertaining to any Proprietary Information, Information and Employee shall not use take any description or disclose documents containing or pertaining to any Proprietary Information without Information, which Employee may have produced or obtained during the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of employment with the Company. Notwithstanding In the foregoingevent of termination of employment, Employee agrees that all to promptly sign and deliver to the Company a certificate acknowledging the return of such Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after and such other information as the Termination Date of this Employment AgreementCompany requests.

Proprietary Information. The Group possesses and will ------------------------ continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Consultant during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates listslists in the possession of Company. Notwithstanding anything contained in this Employment Consulting Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeConsultant, (iii) information which Employee Consultant can demonstrate was in Employee’s Consultant's possession at the time of disclosure and was not acquired by Employee Consultant directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Consultant on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s Consultant's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Consultant assigns to the Company any rights Employee Consultant may have or acquire in such Proprietary Information. At all times, both during EmployeeConsultant's employment engagement by the Company and after its termination, Employee Consultant shall keep in strictest confidence and trust all Proprietary Information, and Employee Consultant shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing EmployeeConsultant's duties as an employee of a consultant to the Company. Notwithstanding All confidential information of the foregoing, Employee agrees that all Proprietary Information Company shall be kept in confidence by Employee Consultant for a period of at least three (3) years after the Consulting Termination Date of this Employment AgreementDate.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.the

Proprietary Information. The Group possesses Company and its subsidiary, Cogent, possess and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group Company or Cogent (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the GroupCompany or Cogent, which information has commercial value in the business in which the Group Company is engaged and is treated by the Group Company as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group Company on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group Company and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group Company and Cogent, and their respective assigns. Employee assigns to the Company or Cogent, as may be required under Cogent’s contractual obligations to its licensors, any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's ’s employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the GroupCompany, except as may be necessary in the ordinary course of performing Employee's ’s duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Consultant acknowledges that his relationship with the Company is one of high trust and confidence and that during the term of this Agreement, he will continue have access to possess information and contact with Proprietary Information. The Consultant agrees that has been createdhe will not, discoveredduring the Term or at any time, thereafter, disclose to others, or developed byuse for his benefit or the benefit of others, any Proprietary Information. For purposes of this Agreement, Proprietary Information shall mean, confidential, non-public and or otherwise become known toproprietary business, clinical, technical and other information owned by or in the Group (includingpossession, custody or control of Company, including without limitation, information createdformula, discoveredvendor information, customer information, apparatus, equipment, trade secret, process, research, report, clinical data, technical data, assays, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that is communicated to, learned of, developed or made known to otherwise acquired by Employee during the period of or arising out Consultant in the course of his employment by service as a consultant to the Company. The Company shall own any intellectual property generated using the Proprietary Information of the Company and any results and proceeds therefrom. The Consultant’s obligations under this Section 7(a) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement apply to the contrary, the term “Proprietary Information” shall not include any information that (i) information which is in or becomes known to the general public domainunder circumstances involving no breach by the Consultant or others of the terms of this Section 7(a) or the Employment Agreement or surviving terms thereof, (ii) information which is published or otherwise becomes part of generally disclosed to third parties by the public domain through no fault of EmployeeCompany without restriction on such third parties, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired is approved for release by Employee directly or indirectly from any written authorization of the Group on a confidential basisBoard of Directors of the Company, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, was known to the best of Employee’s knowledge, did not acquire Consultant before the information on a confidential basisconsulting services were performed except in connection with his prior service to the Company, (v) information belonging is rightfully disclosed to other entitiesthe Consultant without restriction by a third party, (vi) is independently developed by the Consultant without use of the Proprietary Information, or (vivii) information the Consultant is required to be disclosed disclose by any federal or state law, rule government regulation, or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premisesorder. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by The Consultant represents that his retention as a consultant with the Company and after its terminationhis performance under this Agreement does not, Employee and shall not, breach any agreement that obligates him to keep in strictest confidence and trust all Proprietary Informationany trade secrets or confidential or proprietary information of his or of any other party, and Employee shall not use or disclose to refrain from competing, directly or indirectly, with the business of any Proprietary Information without the written consent of the Groupother ​ ​ ​​​ ​​​ uniQure Inc.,000 Xxxxxxxx XxxxxxXxxxxxxxx, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.XX 00000 uniQure Biopharma BVPaasheuvelweg 25AP.O. Box 22506 ​ ​

Proprietary Information. The Group possesses Consultant agrees during the term of this Agreement and thereafter that Consultant will take all steps necessary to hold Company’s Proprietary Information in trust and confidence, will not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will continue not disclose any such Proprietary Information to possess information that has been created, discovered, or developed any third party without first obtaining Company’s express written consent on a case-by, or otherwise become known to, the Group (including, without -case basis. By way of illustration but not limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”” includes (a) tangible and intangible information relating to compounds, which termbiological materials, as used hereincell lines, shall also includesamples of assay components, but shall not be limited tomedia and/or cell lines and procedures and formulations for producing any such assay components, datamedia and/or cell lines, researchformulations, patentsproducts, ideas, processes, know-how, inventions, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing planstechniques, strategiesformulas, forecastsworks of authorship, methods, developmental or experimental work, clinical data, test data, improvements, discoveries and trade secrets (hereinafter collectively referred to as “Inventions”); and (b) plans for research, development and new products, marketing and selling information, business plans, budgets and unpublished financial statements, budgets, projections, licenses, prices, prices and costs, suppliers and customercustomers, supplier and potential acquisition candidates lists(c) information regarding the skills and compensation of employees or other consultants of Company. Notwithstanding anything contained in In addition, and notwithstanding any other provision of this Employment Agreement to the contrary, the term Company “Proprietary InformationWork Product” (defined below) shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such constitute Proprietary Information. At all timesNotwithstanding the other provisions of this Agreement, both during Employee's employment nothing received by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Consultant will be considered to be Proprietary Information if Consultant can demonstrate by clear and convincing evidence that: (1) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received by Consultant from a third party without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three confidential limitations; (3) years after it has been independently developed for Consultant by personnel or agents having no access to Company Proprietary Information; or (4) it was known to Consultant prior to its first receipt from Company, except in the Termination Date case of Work Product, which shall not be subject to the exception in this Employment Agreementclause (4).

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Consultant during the period of or arising out of his employment by Consulting Arrangement with the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, ,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeConsultant, (iii) information which Employee Consultant can demonstrate was in EmployeeConsultant’s possession at the time of disclosure and was not acquired by Employee Consultant directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Consultant on a non-confidential basis from a source other than any of the Group and which source, to the best of EmployeeConsultant’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Consultant assigns to the Company any rights Employee Consultant may have or acquire in such Proprietary Information. At all times, both during Employee's employment by Consultant’s arrangement with the Company and after its termination, Employee Consultant shall keep in strictest confidence and trust all Proprietary Information, and Employee Consultant shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's Consultant’s duties as an employee Consultant of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses a. Each Party acknowledges that, in the course of performing its duties and will continue to possess exercising its rights under this Agreement, it may obtain information that has been created, discovered, or developed by, or otherwise become known to, from the Group other Party which is of a confidential and proprietary nature (including"Proprietary Information"). Such Proprietary Information may include, without limitation, information createdcomputer codes, discoveredtrade secrets, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patentsknow-how, inventions, discoveriestechniques, processes, proceduresprograms, formulaealgorithms, proprietary technologyschematics and related or similar data (collectively "Technical Information") and customer lists, designsfinancial information and sales and marketing plans (collectively, marketing plans"Business Information"). Each Party and its respective employees and permissible contractors and agents who have been approved pursuant to Section 9(b) below shall, strategiesat all times, forecastsboth during the Term and after its termination for a period thereafter not to exceed three (3) years, new products, unpublished financial statements, budgets, projections, licenses, prices, costskeep in trust and confidence all such Proprietary Information of the other Party, and customer, supplier shall not use such Proprietary Information other than in the course of exercising its rights and potential acquisition candidates lists. Notwithstanding anything contained performing its duties as expressly permitted or provided in this Employment Agreement to the contrary, and for the term “of this Agreement; nor shall either Party or its respective employees or agents disclose any Proprietary Information” Information of the other Party to any person without the other Party's prior written consent. Proprietary Information shall not include information that: (ia) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault or breach on the part of Employeethe receiving Party or any of its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed; (iiib) information which Employee can demonstrate was in Employee’s possession known to the receiving Party or any of its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed free of any obligation of confidentiality at the time of disclosure the disclosing party's communication thereof to Recipient and was not acquired such knowledge can be proven by Employee directly appropriate evidence; (c) is subsequently rightfully obtained by the receiving Party or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis its subsidiaries or affiliates from a source other than third party without an obligation to keep such information confidential; (d) is independently developed by employees of the receiving Party or any of its subsidiaries or Portions of this agreement have been omitted and filed separately with the Group and which source, Commission pursuant to an application for confidential treatment under Rule 406. 6 CONFIDENTIAL TREATMENT REQUESTED affiliates without the best use of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information belonging or access to other entities, any Proprietary Information or any breach of this Agreement; or (vie) information is required to be disclosed by governmental or judicial action, provided that the receiving Party has first given the disclosing Party reasonable notice of such requirement and provides reasonable cooperation with the disclosing Party in seeking confidential treatment for any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreementdisclosure.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Consultant during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Consulting Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeConsultant, (iii) information which Employee Consultant can demonstrate was in Employee’s Consultant's possession at the time of disclosure and was not acquired by Employee Consultant directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Consultant on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s Consultant's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Consultant assigns to the Company any rights Employee Consultant may have or acquire in 16 such Proprietary Information. At all times, both during EmployeeConsultant's employment engagement by the Company and after its termination, Employee Consultant shall keep in strictest confidence and trust all Proprietary Information, and Employee Consultant shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing EmployeeConsultant's duties as an employee of a consultant to the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses 11.1 Each Party acknowledges that, in the course of performing its duties and will continue to possess exercising its rights under this Agreement, it may obtain information that has been created, discovered, or developed by, or otherwise become known to, from the Group other Party which is of a confidential and proprietary nature (including"Proprietary Information"). Such Proprietary Information may include, without limitation, information createdcomputer object or source codes, discoveredtrade secrets, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patentsknow-how, inventions, discoveriestechniques, processes, proceduresprograms, formulaealgorithms, proprietary technologyschematics and related or similar data (collectively "Technical Information") and customer lists, designsfinancial information and sales and marketing plans (collectively, marketing plans"Business Information"). Each Party and its respective employees and permissible contractors and agents who have been approved pursuant to Section 11.2 below shall, strategiesat all times, forecastsboth during the Term and after its termination for a period thereafter not to exceed (A) three (3) years, new products, unpublished financial statements, budgets, projections, licenses, prices, costswith respect to Proprietary Information comprised of Business Information, and customer(B) twenty (20) years, supplier with respect to Proprietary Information comprised of Technical Information, keep in trust and potential acquisition candidates lists. Notwithstanding anything contained confidence all such Proprietary Information of the other Party, and shall not use such Proprietary Information other than in this Employment Agreement to the contrary, course of exercising its rights and performing its duties as expressly permitted or provided in and for the term “of this Agreement; nor shall either Party or its respective employees or agents disclose any Proprietary Information” Information of the other Party to any person without the other Party's prior written consent. Proprietary Information shall not include information that: (ia) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault or breach on the part of Employeethe receiving Party or any of its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed; (iiib) information which Employee can demonstrate was in Employee’s possession known to the receiving Party or any of its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed free of any obligation of confidentiality at the time of disclosure discloser's communication thereof to recipient and was not acquired such knowledge can be proven by Employee directly appropriate evidence; (c) is subsequently rightfully obtained by the receiving Party or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis its subsidiaries or affiliates from a source other than third party without an obligation to keep such information confidential; (d) is independently developed by employees of the receiving Party or any of its subsidiaries or affiliates without the Group and which source, use of or access to the best any Proprietary Information or any breach of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entities, this Agreement; or (vie) information is required to be disclosed by governmental or judicial action, provided that the receiving Party has first given the disclosing Party reasonable notice of such requirement and provides reasonable cooperation with the disclosing Party in seeking confidential treatment for any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreementdisclosure.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his my employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s employee's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses Employee and will continue Company hereby acknowledge and agree that in connection with the performance of Employee’s services, Employee shall be provided with or shall otherwise be exposed to possess or receive certain proprietary information that has been created, discovered, or developed by, or otherwise become known to, the Group (includingof Company. Such proprietary information shall include, without limitation, any written, oral, electronic or any other form of information createdincluding the following: (1) past, discoveredpresent and future customer lists, developed consultant lists, and customer information as compiled by Company, including proposals for services, pricing, customer contact information, customer lists, sale and contract terms and conditions, contract expirations, and other compiled customer information; (2) Company’s own internal practices, procedures, and strategies; (3) Company’s financial condition and financial results of operation; (4) credit information and technical environments concerning Company or Company’s clients; (5) supply of material information, including sources and costs; (6) information in any form relating to Trade Secrets (as defined below), Intellectual Property (as defined below), confidential information, ideas, designs, products, descriptions, parts, test data, reports, recommendations, the Company’s research B-2 and development, strategic planning, finance, marketing, and promotional activities and strategies, whether now existing, or planned, developed, or made known available anytime in the future to by Employee during the period of or arising out of his employment by the Company; (7) or in acquisition plans and other strategic plans; (8) all information which property rights have been or may be assigned or otherwise conveyed to the Groupis designated as confidential, which information the Employee has commercial value in the business in a reasonable basis to consider confidential or which the Group is engaged and is treated by the Group Company as confidential. Except as otherwise herein provided, including confidential or proprietary information from third parties, Company Customers, or Company Vendors; and (9) any and all such information that has independent economic value to the Company, that is hereinafter called not generally known to and not readily ascertainable by proper means by an individual or entity who can obtain economic value from its disclosure or use (all of the foregoing shall be deemed “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists” for purposes of this Agreement). Notwithstanding anything contained in this Employment Agreement to the contrary, the The term “Proprietary Information” shall does not include (i) information which is in (1) becomes generally available to the public domainother than as a result of a disclosure by Employee contrary to the terms of this Agreement, (ii2) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group available on a non-confidential basisbasis prior to its disclosure, or (iv3) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which sourceEmployee, provided that such source is not contractually obligated to the best of Employee’s knowledge, did not acquire the keep such information on a confidential basis, (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assignsconfidential. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all timeshereby agrees that, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the prior written consent of the GroupCompany, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that any and all Proprietary Information shall be kept in confidence by Employee for a period and shall forever remain the property of at least three (3) years Company, and that during and after the Termination Date Employee’s employment with Company, Employee shall not in any way disclose or reveal the Proprietary Information other than to Company’s Employees, officers and other employees and agents in the normal course of this Employment AgreementEmployee’s employment, or as required pursuant to an order issued by a court of competent jurisdiction or other governmental agency.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Executive during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, ,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeExecutive, (iii) information which Employee Executive can demonstrate was in EmployeeExecutive’s possession at the time of disclosure and was not acquired by Employee Executive directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of EmployeeExecutive’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Executive, as agreed and attached hereto in SCHEDULE 15.02, assigns to the Company any rights Employee Executive may have or acquire in such Proprietary Information. At all times, both during Employee's Executive’s employment by the Company and after its termination, Employee Executive shall keep in strictest confidence and trust all Proprietary Information, and Employee Executive shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's Executive’s duties as an employee Executive of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all 9 Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Consultant during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Consulting Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeConsultant, (iii) information which Employee Consultant can demonstrate was in Employee’s Consultant's possession at the time of disclosure and was not acquired by Employee Consultant directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Consultant on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s Consultant's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Consultant assigns to the Company any rights Employee Consultant may have or acquire in such Proprietary Information. At all times, both during EmployeeConsultant's employment engagement by the Company and after its termination, Employee Consultant shall keep in strictest confidence and trust all Proprietary Information, and Employee Consultant shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing EmployeeConsultant's duties as an employee of a consultant to the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee Executive during the period of or arising out of his my employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, ,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of EmployeeExecutive, (iii) information which Employee Executive can demonstrate was in EmployeeExecutive’s possession at the time of disclosure and was not acquired by Employee Executive directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of EmployeeExecutive’s knowledge, did not acquire the information on a confidential basis, or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee Executive assigns to the Company any rights Employee Executive may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.Proprietary

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his my employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patentstechnology, inventionsimprovements, discoveries, processes, procedures, formulae, proprietary technologydevelopments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, basis or (v) information belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will ------------------------ continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “"Proprietary Information”", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “"Proprietary Information” " shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s 's possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s 's knowledge, did not acquire the information on a confidential basis, (v) information belonging to other entitiesentities including, but not limited to, Tri-State Garden Supply d/b/a Gardenscape and/or any other entity, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Proprietary Information. The Group possesses and will continue (a) Executive hereby acknowledges that the Company may from time to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee time during the period Employment Period disclose, to Executive confidential information pertaining to Holdings and its Subsidiaries or any of their respective Affiliates’ business and affairs, technology, research and development projects and customer and vendor base, including financial information concerning customers and prospective business opportunities. All information and data, whether or arising out not in writing, of his employment by a private or confidential nature concerning the Company) business, technology or in which property rights have been or may be assigned or otherwise conveyed to the Groupfinancial affairs of Holdings and its Subsidiaries and their respective Affiliates and customers (collectively, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include) is and will remain the sole and exclusive property of Holdings and the Company. By way of illustration, but shall not be limited tolimitation, data, research, patentsProprietary Information will include all trade secrets, inventions, discoveries, processes, proceduresmethods of distribution, formulaeinformation relating to customers, proprietary technology, designsvendors and suppliers, marketing plans or strategies, financial plans or strategies, research and development, projects, financial records or projections, business plans, strategiespersonnel data, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, computer programs and customer, supplier and potential acquisition candidates vendor lists. Notwithstanding anything contained in this Employment Agreement , sales leader lists, mailing lists and accounts relating to the contrarybusiness operations, technology or financial affairs of Holdings and its Affiliates, other similar items indicating the source of Holdings’ and its Affiliates’ respective revenue, all information pertaining to the salaries, duties and performance ratings of Holdings’ and its Affiliates’ respective employees and all financial information relating to Holdings’ and its Affiliates’ respective customers and their proposed or contemplated business transactions. The term “Proprietary Information” shall not include any information that Executive can establish by reasonable evidence: (ia) was known or independently developed by Executive prior to the time of receipt from the Company, Holdings, or any of their Affiliates, as applicable, as long as such information which was not acquired, either directly or indirectly, from the Company, Holdings, or an Affiliate, as applicable; (b) is in the public domainor becomes publicly known through no direct or indirect act, fault or omission of Executive; (iic) information which is published or otherwise becomes part of the public domain through no direct or indirect act, fault or omission of Employee, Executive; or (iiid) information which Employee can demonstrate was in Employee’s possession at the time of disclosure received by Executive and such receipt was not acquired by Employee directly in connection with any business relationship or indirectly from prospective business relationship with the Company, Holdings, or any of the Group on their Affiliates; provided, however, that a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any combination of the Group and which source, to the best of Employee’s knowledge, did features shall not acquire the information on a confidential basis, (v) information belonging to other entities, or (vi) information required be deemed to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction within the foregoing exceptions merely because individual features are in the premises. All Proprietary Information shall be public domain or otherwise within such exceptions, as previously described, unless the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary combination itself is in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreementpublic domain or otherwise entirely within any one such exception.