Common use of ACKNOWLEDGMENTS BY SELLER Clause in Contracts

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and may have become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies (collectively the "CONFIDENTIAL INFORMATION"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida law; (ii) any and all information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is international in scope, (c) its products and services are marketed throughout the world; (d) Purchaser has required that Seller make the covenants set forth in SECTIONS 4 and 5 of this Agreement as a condition to the Purchaser's acquisition of the Company from Seller and the other shareholders of the Company; (e) the provisions of SECTIONS 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (f) the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS 4 and 5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Seller Quality acknowledges that (a) Seller has occupied a position as the owner of trust and confidence with the Acquired Companies prior assets being conveyed to the date hereof and may have become Buyer, Quality is familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies Company or the Subsidiaries (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets specifically concerning the business Mortgage Business and affairs of the Acquired CompaniesAssets, product specifications, including data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned manufacturing marketing and distribution sales methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), ) of Quality or the Acquired Companies Subsidiaries and any other information, however documentedwhether or not documented in any manner, of Quality or the Acquired Companies Subsidiaries that is a trade secret within the meaning of Florida applicable trade secret law; (ii) any and all proprietary information concerning the business businesses and affairs of Quality and the Acquired Companies Subsidiaries (which includes other than historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysisanalyses, compilations, studies, summaries, studies and other material summaries prepared by or for Quality or the Acquired Companies Subsidiaries containing or based, in whole or in part, on any information included in the foregoing, ; (b) the business businesses of Quality and the Acquired Companies Subsidiaries is international national in scope, ; (c) its their products and services are marketed throughout the worldUnited States; (d) Purchaser Quality and the Subsidiaries compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (e) Buyer has required that Seller Quality make the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement hereof as a condition to the PurchaserBuyer's acquisition of the Company from Seller and the other shareholders of the CompanyAcquired Assets; (ef) the provisions of SECTIONS Sections 3 and 4 and 5 of this Agreement hereof are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired Companies' business, Assets; and (fg) the Mortgage Business and the Acquired Companies Assets would be irreparably damaged if Seller Quality were to breach the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreementhereof.

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and may have has become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies Companies, (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida applicable law; (ii) any and all information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is international national in scope, (c) its products and services are marketed throughout the worldUnited States; (d) Purchaser the Acquired Companies compete with other businesses that are or could be located in any part of the United States; (e) Buyer has required that Seller make the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement as a condition to the PurchaserBuyer's acquisition purchase of the Company from Shares owned by Seller and the other shareholders of the CompanyHAK; (ef) the provisions of SECTIONS Sections 3 and 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (fg) the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with KRES and its Subsidiaries (the "Acquired Companies Companies") prior to the date hereof and may have has acquired and become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies of substantial value to each of the Acquired Companies and CBC, (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer base and preferences and contact persons, customer lists, current and anticipated customer requirements, price lists, market studiesstudies prepared for or on behalf of the Acquired Companies, business plansplans and strategies, marketing strategies and methods, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), information of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida lawsecret; (ii) any and all confidential information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, plans and the names and backgrounds roles of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysisanalyses, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, provided, however, Confidential Information shall not include information that is or becomes publicly known through lawful means, was rightfully in Seller's possession or part of his general knowledge prior to being employed by KRES or any predecessor or Affiliate of KRES or is subsequently disclosed to Seller by a third party without the breach by such third party of any agreement or any restriction on its use; (b) the business of the Acquired Companies is international in scope, (c) its products the Acquired Companies compete with other businesses that are or could be located in any part of the United States and services are marketed throughout the world; Asia (d) Purchaser has required that the Covenants by Seller make the covenants set forth in SECTIONS Sections 2, 3, 4 and 5 of this Agreement as a condition are conditions to the PurchaserCBC's acquisition purchase of the Company from Seller and the other shareholders shares of the Companycapital stock of KRES beneficially owned directly or indirectly by Seller; (e) the provisions of SECTIONS Sections 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies' business, Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies and (f) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS Sections 2, 3, 4 and 5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and may have has become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies Companies, (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida applicable law; (ii) any and all information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is international national in scope, (c) its products and services are marketed throughout the worldUnited States; (d) Purchaser the Acquired Companies compete with other businesses that are or could be located in any part of the United States; (e) Buyer has required that Seller make the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement as a condition to the PurchaserBuyer's acquisition purchase of the Company from Shares owned by Seller and the other shareholders of the CompanyBJK; (ef) the provisions of SECTIONS Sections 3 and 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (fg) the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and may have has had access to and become familiar with some or all of the followingfollowing items relating to the Acquired Companies, any and all of which which, however documented, stored or recorded, constitute confidential information of the Acquired Companies (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution operating methods and processesprocesses and customer requirements, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code)programs, computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida lawarchitectures; (ii) any and all information concerning the business financial and management affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is international in scope, ; (c) its products and services the Acquired Companies compete with other businesses that are marketed throughout or could be located in any part of the world; (d) Purchaser Buyer has required that Seller make the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement as a condition to the PurchaserBuyer's acquisition purchase of the Company from Seller and the other shareholders of the CompanyShares owned by Seller; (e) the provisions of SECTIONS Sections 3 and 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, ; and (f) the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS Sections 3 and 4 and 5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and may have has become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies Companies, (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), , of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida § - -[applicable state trade secret law]; (ii) any and all information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, and ), however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is international [national] [international] in scope, (c) its products and services are marketed throughout the world[United States] [World]; (d) Purchaser has required that Seller make the covenants set forth in SECTIONS 4 and 5 of this Agreement as a condition to the Purchaser's acquisition of the Company from Seller and the other shareholders of the Company; (e) the provisions of SECTIONS 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (f) the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS 4 and 5 of this Agreement.compete with

ACKNOWLEDGMENTS BY SELLER. Seller acknowledges that (a) Seller has occupied a position of trust and confidence with KRES and its Subsidiaries (the "Acquired Companies Companies") prior to the date hereof and may have has acquired and become familiar with some or all of the following, any and all of which constitute confidential information of the Acquired Companies of substantial value to each of the Acquired Companies and CBC, (collectively the "CONFIDENTIAL INFORMATIONConfidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer base and preferences and contact persons, customer lists, current and anticipated customer requirements, price lists, market studiesstudies prepared for or on behalf of the Acquired Companies, including business plansplans and strategies, marketing strategies and methods, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), information of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret within the meaning of Florida lawsecret; (ii) any and all confidential information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, plans and the names and backgrounds roles of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analysisanalyses, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, provided, however, Confidential Information shall not include information that is or becomes publicly known through lawful means, was rightfully in Seller's possession or part of his general knowledge prior to being employed by KRES or any predecessor or Affiliate of KRES or is subsequently disclosed to Seller by a third party without the breach by such third party of any agreement or any restriction on its use; (b) the business of the Acquired Companies is international in scope, (c) its products the Acquired Companies compete with other businesses that are or could be located in any part of the United States and services are marketed throughout the world; Asia (d) Purchaser has required that the Covenants by Seller make the covenants set forth in SECTIONS Sections 2, 3, 4 and 5 of this Agreement as a condition are conditions to the PurchaserCBC's acquisition purchase of the Company from Seller and the other shareholders shares of the Companycapital stock of KRES beneficially owned directly or indirectly by Seller; (e) the provisions of SECTIONS Sections 2, 3, 4 and 5 of this Agreement are reasonable and necessary to protect and preserve the business and the value of the goodwill of the Acquired Companies' business, Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies and (f) CBC and the Acquired Companies would be irreparably damaged if Seller were to breach the covenants set forth in SECTIONS Sections 2, 3, 4 and 5 of this Agreement.