Common use of Confidential Information and Intellectual Property Clause in Contracts

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's ’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's ’s employment with the Company ("“Confidential Information"”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's ’s earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's ’s termination of employment, are owned by the Company ("“Company IP"”). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's ’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be subject to attorney-client privilege as to the Company's ’s attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 10 will be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d10(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any severance pursuant to Section 8 will be subject to Executive complying with the terms of this Section 10.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term (whether by expiration or termination) or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by lawlaw or legal process, or except to the extent required to perform the Executive's ’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely indefinitely, so long as same remains secret and confidential, all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's ’s employment with the Company ("“Confidential Information"”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's ’s earlier request, the Executive will promptly return to the Company (or destroy if so directed by the Company) any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's ’s termination of employment, are owned by the Company ("“Company IP"”). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's ’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. The Company will promptly reimburse Executive for all costs, fees (including reasonable attorney fees) and expenses incurred by him in connection with his obligations and undertakings in this paragraph (c) and in paragraph (d) below. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps steps, at the Company’s expense, to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be Executive knows is subject to attorney-client privilege as to the Company's ’s attorneys, the Executive will promptly inform the Company and take reasonable steps steps, at the Company’s expense, to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 10 will be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d10(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any severance pursuant to Section 8 will be subject to Executive complying with the terms of this Section 10.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he she may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his her employment for himself herself or an employer other than the Company, knowledge which was acquired by him her during the course of his her employment with the Company and which is generally to known to persons of his her experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's ’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's ’s employment with the Company ("“Confidential Information"”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's ’s earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of her employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's ’s termination of employment, are owned by the Company ("“Company IP"”). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's ’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be subject to attorney-client privilege as to the Company's ’s attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 10 will be construed so as to prevent the Executive from using, in connection with his her employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his her employment with the Company and which is generally to known to persons of his her experience in other companies in the same industry. Subject to Section 5(d10(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any severance pursuant to Section 8 will be subject to Executive complying with the terms of this Section 10.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's ’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's ’s employment with the Company ("“Confidential Information"”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's ’s earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's ’s termination of employment, are owned by the Company ("“Company IP"”). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's ’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be subject to attorney-client privilege as to the Company's ’s attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.this

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he she may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information information, which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his her employment for himself herself or an employer other than the Company, knowledge which was acquired by him her during the course of his her employment with the Company and which is generally to known to persons of his her experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's ’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's ’s employment with the Company ("“Confidential Information"”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's ’s earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's ’s termination of employment, are owned by the Company ("“Company IP"”). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's ’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.its

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 10 will be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d10(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any severance pursuant to Section 8 will be subject to Executive complying with the terms of this Section 10.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employmentemployment , are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by lawlaw or legal process, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely indefinitely, so long as same remains secret and confidential, all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's earlier request, the Executive will promptly return to the Company (or destroy if so directed by the Company) any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. The Company will promptly reimburse Executive for all costs, fees (including reasonable attorney fees) and expenses incurred by him in connection with his obligations and undertakings in this paragraph (c) and in paragraph (d) below. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps steps, at the Company's expense, to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be Executive knows is subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps steps, at the Company's expense, to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 10 will be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d10(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any severance pursuant to Section 8 will be subject to Executive complying with the terms of this Section 10.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of her employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 10 will be construed so as to prevent the Executive from using, in connection with his her employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his her employment with the Company and which is generally to known to persons of his her experience in other companies in the same industry. Subject to Section 5(d10(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any severance pursuant to Section 8 will be subject to Executive complying with the terms of this Section 10.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates which was acquired by or disclosed to the Executive during the course of the Executive's employment with the Company ("Confidential Information") and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Term or at the Company's earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates obtained by the Executive during his course of employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment, are owned by the Company ("Company IP"). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order.

Confidential Information and Intellectual Property. (a) Except as may be required by law, or except to the extent required to perform the Executive's ’s duties and responsibilities hereunder, the Executive will keep secret and confidential indefinitely all non-public confidential information (including, without limitation, information regarding cost of new accounts, activity rates of different market niche customers, advertising results, technology (hardware and software), architecture, discoveries, processes, algorithms, maskworks, strategies, intellectual properties, customer lists and other customer information) concerning any of the Company and its Affiliates affiliates which was acquired by or disclosed to the Executive during the course of the Executive's ’s employment with the Company ("“Confidential Information"”) and not use in any manner or disclose the same, either directly or indirectly, to any other person, firm or business entity. (b) At the end of the Employment Term (whether by expiration or termination) or at the Company's ’s earlier request, the Executive will promptly return to the Company any and all records, documents, physical property, information, computer disks, drives or other materials relative to the business of any of the Company and its Affiliates affiliates obtained by the Executive during the course of his employment with the Company and not keep any copies thereof. (c) The Executive acknowledges and agrees that all right, title and interest in inventions, discoveries, improvements, trade secrets, developments, processes and procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, when employed by the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's ’s termination of employment, are owned by the Company ("“Company IP"”). The Executive assigns any and all right, title and interest he may have to Company IP to the Company and will promptly assist the Company or its designee, at the Company's ’s expense, to obtain patents, trademarks, copyrights and service marks concerning Company IP made by the Executive and the Executive will promptly execute all reasonable documents prepared by the Company or its designee and take all other reasonable actions which are necessary or appropriate to secure to the Company and its Affiliates affiliates the benefits of Company IP. Such patents, trademarks, copyrights and service marks will at all times be the property of the Company and its Affiliatesaffiliates. The Executive promptly will keep the Company informed of, and promptly will execute such assignments prepared by the Company or its designee as may be necessary to transfer to the Company or its Affiliates affiliates the benefits of, any Company IP. (d) To the extent that any court or agency seeks to require the Executive to disclose Confidential Information, the Executive promptly will inform the Company and take reasonable steps to endeavor to prevent the disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent the Executive obtains information on behalf of the Company or any of its Affiliates affiliates that may be subject to attorney-client privilege as to the Company's ’s attorneys, the Executive will promptly inform the Company and take reasonable steps to endeavor to maintain the confidentiality of such information and to preserve such privilege. (e) Confidential Information does not include information already in the public domain or information which has been released to the public by the Company. Nothing in this Section 5 shall 8 will be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company, knowledge which was acquired by him during the course of his employment with the Company and which is generally to known to persons of his experience in other companies in the same industry. Subject to Section 5(d8(d), Executive will be permitted to disclose Confidential Information if required by a subpoena or court or administrative order. (f) The receipt of any benefits under Section 5 or any Benefits will be subject to Executive complying with the terms of this Section 8.