Common use of Confidential Information and Nonsolicitation Clause in Contracts

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained by the Executive during his employment by the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (b) Upon termination of the Executive's employment for any reason, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, directly or indirectly solicit or aid in the solicitation of any employees of the Company to leave their employment. In the event the Executive violates the terms of Section 12(a) or this Section 12(b), the Employee shall forfeit the right to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach any of the covenants contained in this Section 12. Accordingly, the Executive agrees that the Company, in addition to all remedies provided at law or in equity, shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants contained in this Section 12.

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained by the Executive during his employment by the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (b) Upon termination of the Executive's employment for any reason, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, directly or indirectly solicit or aid in the solicitation of any employees of the Company to leave their employment. In the event the Executive violates the terms of Section 12(a7(a) or this Section 12(b7(b), the Employee shall forfeit the right to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 73. Also, in the event that this Section 12 7 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 7 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach any of the covenants contained in this Section 127. Accordingly, the Executive agrees that the Company, in addition to all remedies provided at law or in equity, shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants contained in this Section 127.

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity As further consideration for the benefit granting of the Performance Units hereunder, you hereby agree with the Company that, during and until three years following the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed, you will keep confidential all secret confidential or confidential informationproprietary information and materials, knowledge or data, including without limitation as well as all trade secrets, relating belonging to the CompanyCompany or one of its Subsidiaries, and or their customers or other third parties who furnished such information, materials, and/or trade secrets to the Company or its business, Subsidiary with expectations of confidentiality (i“Confidential Information”). Confidential Information shall not include information that (A) obtained by is already properly in the Executive during his employment by public domain or enters the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment public domain with the Company, the Executive shall not, without the prior written express consent of the Company, unless compelled pursuant or (B) is intentionally made available by the Company to an order third parties without any expectation of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than confidentiality. Upon the termination of your employment relationship with the Company and those designated each of its Subsidiaries by itwhich you are employed, you promise to promptly return to the Company all Confidential Information, and all documents and materials (including electronically stored information) in your possession, custody or control that constitutes or reflects Confidential Information. Notwithstanding the foregoing, you may disclose information as may be required by law and may disclose information in confidence to your spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan, provided that you ensure that such spouse or advisor or institution treats the information confidentially and does not disclose such information or use it for his, her or its own benefit. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor militating against the advisability of granting any such future award to you. Such consideration shall be in addition to the rights and remedies available to the Company pursuant to paragraph (d) below. Notwithstanding any other provision of this Agreement, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that (a) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, if you file a lawsuit for retaliation, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (a) file any document containing the trade secret under seal, and (b) do not disclose the trade secret, except pursuant to court order. (b) Upon termination As an incentive for the Company to issue you this Award, and in consideration of the Executive's Company’s promise to provide you with Confidential Information and so as to protect the Company’s legitimate business interests, including the protection of its Confidential Information and the goodwill with which you will be associated, and that this Award will encourage you to build, you agree that during your employment relationship with the Company and each of its Subsidiaries by which you are employed, and for any reason, the Executive, for the a period of twelve (12) month period months immediately following the Notice time that you are no longer employed by the Company or any of Terminationits Subsidiaries, shall you will not, on his own behalf or on behalf of any person or entity, directly or indirectly (i) solicit or aid encourage (or assist another in soliciting or encouraging) any employee, contractor, consultant, supplier, or vendor of the solicitation Company or any of its Subsidiaries to terminate or lessen his, her or its relationship with the Company or any of its Subsidiaries, or (ii) on behalf of a Competitive Business, engage, employ, or solicit or contact for employment or engagement (or assist another in such activity) any employee of the Company or any of its Subsidiaries or any person who was an employee of the Company or any of its Subsidiaries at any time during the last twelve (12) months of your employment with the Company and any of its Subsidiaries (or, if you are employed by the Company and any of its Subsidiaries for less than twelve (12) months, those persons who were employees of the Company to leave their employment. In or any of its Subsidiaries during your employment with the event the Executive violates the terms Company and any of Section 12(a) or this Section 12(bits Subsidiaries), the Employee shall forfeit the right to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees You agree that the covenants Company’s substantial investments in its business interests, goodwill, and Confidential Information are worthy of confidentiality protection, and non-solicitation that the Company’s need for the protection afforded by this Section is greater than any hardship you might experience by complying with its terms. You further acknowledge and agree that the restrictions set forth in this Section are not adverse to the public interest. You further agree that the limitations as to time and scope of activity to be restrained contained herein are reasonable and are not greater than necessary to protect the Confidential Information, goodwill and other legitimate business interests of the Company. Although the Company and you believe the limitations as to time and scope of activity contained in this Section 12 are reasonable covenants under the circumstances and do not impose a greater restraint than necessary to protect the Company’s legitimate business interests and properties of interests, if this is judicially determined not to be the Company. The Executive agrees that irreparable loss and damage will be suffered by case, the Company should and you specifically request that the Executive breach any limitations contained in this Section be reformed to the extent necessary to make this Section enforceable. (d) You acknowledge and agree that your violation or threatened or attempted violation of the covenants contained in this Section 12will cause irreparable harm to the Company and that money damages would not be sufficient remedy for any breach of this Section. Accordingly, the Executive agrees You agree that the CompanyCompany shall be entitled as a matter of right to specific performance of the covenants in this Section, including entry of an ex parte temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section, or both, or other appropriate judicial remedy, writ or order, in any court of competent jurisdiction, restraining any violation or further violation of such agreements by you or others acting on your behalf, without any showing of irreparable harm and without any showing that the Company does not have an adequate remedy at law. Such remedies shall be in addition to all other remedies provided available to the Company at law and equity. (e) Your obligations under this Section shall survive the termination of this Agreement and your employment, regardless of the reason for such termination. (f) As a part of your employment by the Company, and in further consideration for the granting of this Award and by your acceptance of this Award in whole or in equitypart, shall you accept and agree to be entitled bound by the Company’s Intellectual Property Policy (as the same may be modified, amended or replaced by the Company from time to time), including without limitation, (A) the Company’s ownership of the worldwide right, title and interest in and to any and all Pioneer Intellectual Property; (B) your agreement to assign, and pursuant to the Company’s Intellectual Property Policy and your acceptance of this Award you do hereby assign, to the Company all worldwide right, title and interest in and to all Pioneer Intellectual Property; and (C) your agreement to disclose in writing to the Company all Pioneer Intellectual Property and, upon request by the Company, to promptly produce and deliver to the Company all originals of materials embodying Pioneer Intellectual Property. The term, “Pioneer Intellectual Property,” is defined in the Company’s Intellectual Property Policy (and is incorporated herein by reference), and includes, without limitation, any and all creations, works and/or intellectual property (including but not limited to all tangible and intangible ideas and expressions of ideas whether or not the subject matter of copyright, confidential and non-confidential information, data, drawings, reports, programs, processes, analyses, business methods, computer programs, works of authorship, trademarks and service marks, improvements, discoveries and/or inventions whether or not patentable), and all of the intellectual property rights therein provided by the various legal systems throughout the world (including but not limited to trade secret rights, patent rights, trademark rights, and rights of copyright), that are conceived, created, made, invented, developed, reduced to practice, reduced to a temporary restraining order and temporary and permanent injunctions tangible medium of expression, and/or acquired by you, individually or jointly with others, during the time of your employment relationship with the Company, that pertain to prevent a breach the actual or contemplated breach of any anticipated business or activities of the covenants contained Company or that are suggested by or result from any task or work by you for or on behalf of the Company, irrespective whether you are or were hired-to-invent such creations, works or intellectual property, or whether such creations, works or intellectual property were conceived, created, made, invented, developed, reduced to practice, reduced to a tangible medium of expression or acquired in the course or scope of your employment, or whether at home or not, or whether or not during business hours, or whether or not using the Company’s time, facilities or resources. You may review the Company’s Intellectual Property Policy at the Company’s internal portal website, and obtain a copy by written request to the Company’s Legal Department. (g) Nothing in this Section 12Agreement or any other agreement between you and the Company (i) prevents you from exercising any rights that cannot be lawfully waived or restricted, (ii) prevents you from testifying at a hearing, deposition, or in court in response to a lawful subpoena or (iii) limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the United States Department of Justice, Congress, any agency Inspector General or any other federal, state or local governmental agency or commission (“Government Agencies”). Further, this Agreement does not limit (i) your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company, or (ii) your right to receive an award from a Government Agency for information provided to any Government Agencies.

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity As further consideration for the benefit granting of the Option hereunder, you hereby agree with the Company that, during and following your employment relationship with the Company and each of its Subsidiaries by which you are employed, you will keep confidential all secret confidential or confidential informationproprietary information and materials, knowledge or data, including without limitation as well as all trade secrets, relating belonging to the CompanyCompany or one of its Subsidiaries, and or their customers or other third parties who furnished such information, materials, and/or trade secrets to the Company or its business, Subsidiary with expectations of confidentiality (i“Confidential Information”). Confidential Information shall not include information that (A) obtained by is already properly in the Executive during his employment by public domain or enters the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment public domain with the Company, the Executive shall not, without the prior written express consent of the Company, unless compelled pursuant or (B) is intentionally made available by the Company to an order third parties without any expectation of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than confidentiality. Upon the termination of your employment relationship with the Company and those designated each of its Subsidiaries by itwhich you are employed, you promise to promptly return to the Company all Confidential Information, and all documents and materials (including electronically stored information) in your possession, custody or control that constitutes or reflects Confidential Information. Notwithstanding the foregoing, you may disclose information as may be required by law and may disclose information in confidence to your spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan, provided that you ensure that such spouse or advisor or institution treats the information confidentially and does not disclose such information or use it for his, her or its own benefit. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor militating against the advisability of granting any such future award to you. Such consideration shall be in addition to the rights and remedies available to the Company pursuant to paragraph (d) below. (b) Upon termination As an incentive for the Company to issue you this Award, and in consideration of the Executive's Company’s promise to provide you with Confidential Information and so as to protect the Company’s legitimate business interests, including the protection of its Confidential Information and the goodwill with which you will be associated, and that this Award will encourage you to build, you agree that during your employment relationship with the Company and each of its Subsidiaries by which you are employed, and for any reason, the Executive, for the a period of twelve (12) month period months immediately following the Notice time that you are no longer employed by the Company or any of Terminationits Subsidiaries, shall you will not, on his own behalf or on behalf of any person or entity, directly or indirectly (i) solicit or aid encourage (or assist another in soliciting or encouraging) any employee, contractor, consultant, supplier, or vendor of the solicitation Company or any of its Subsidiaries to terminate or lessen his, her or its relationship with the Company or any of its Subsidiaries, or (ii) on behalf of a Competing Business, engage, employ, or solicit or contact for employment or engagement (or assist another in such activity) any employee of the Company or any of its Subsidiaries or any person who was an employee of the Company or any of its Subsidiaries at any time during the last twelve (12) months of your employment with the Company and any of its Subsidiaries (or, if you are employed by the Company and any of its Subsidiaries for less than twelve (12) months, those persons who were employees of the Company or any of its Subsidiaries during your employment with the Company and any of its Subsidiaries). For purposes of this Agreement, “Competing Business” means any person, entity, or other business concern (other than the Company or any of its Subsidiaries) that engages in, or is planning to leave their employment. In the event the Executive violates the terms of Section 12(a) or this Section 12(b)engage in, the Employee shall forfeit the right to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered conducted by the Company should the Executive breach and any of its Subsidiaries for which you provide services during the covenants contained in this Section 12. Accordinglyterm of your employment with the Company and any of its Subsidiaries, including without limitation, the Executive agrees that business of oil and gas exploration and production, the Companygathering and transportation of oil and gas production, in addition to all remedies provided at law or in equityand the drilling, shall be entitled to a temporary restraining order completion and/or servicing of oil and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants contained in this Section 12gas xxxxx.

Confidential Information and Nonsolicitation. (a) The Executive shall hold Employee agrees that he will enter into a proprietary information and confidentiality agreement in a fiduciary capacity form which will be used for Company employees generally. Furthermore, the Employee acknowledges and agrees that the Company has developed and uses certain proprietary and confidential information, data, processes, business methods, computer software, data bases, customer lists and know-how ("Confidential Information"). The Employee agrees that the Confidential Information is a trade secret of the Company which shall remain the sole property of the Company notwithstanding that the Employee, as an employee of the Company, may participate in the development of the Confidential Information. During the term of this Agreement and at all times thereafter the Employee shall not disclose any Confidential Information to any person or entity for any reason or purpose whatsoever (other than for the benefit of the Company), nor shall the Employee make use of any Confidential Information for the Employee's own benefit or for the benefit of any other person or entity. Upon termination of this Agreement for any reason, the Employee will promptly surrender to the Company all secret Confidential Information in the Employee's possession or confidential informationunder the Employee's control, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained whether prepared by the Executive during his employment Employee or by the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by itothers. (b) Upon The Employee agrees (i) that for a period of three (3) years following the termination of the ExecutiveEmployee's employment for any reasonhereunder, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, Employee will not directly or indirectly solicit or aid in attempt to solicit any of the solicitation of any employees of or consultants to the Company to leave their employment. In the event Company to become employees of or consultants to any other person or entity who is a competitor of the Executive violates Company and (ii) that for a period of one (1) year following the terms termination of Section 12(a) or this Section 12(b)the Employee's employment hereunder, the Employee shall forfeit the right will not directly or indirectly solicit or attempt to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach solicit any of the covenants contained in this Section 12. Accordingly, employees of or consultants to the Executive agrees that Company to leave the Company, in addition Company or to all remedies provided at law become employees of or in equity, shall be entitled consultants to a temporary restraining order and temporary and permanent injunctions to prevent a breach any other person or contemplated breach of any of the covenants contained in this Section 12entity.

Confidential Information and Nonsolicitation. (a) The Executive shall hold Employee agrees that he will enter into a proprietary information and confidentiality agreement in a fiduciary capacity form which will be used for Company employees generally. Furthermore, the Employee acknowledges and agrees that the Company has developed and uses certain proprietary and confidential information, data, processes, business methods, computer software, data bases, customer lists and know-how ("Confidential Information"). The Employee agrees that the Confidential Information is a trade secret of the Company which shall remain the sole property of the Company notwithstanding that the Employee, as an employee of the Company, may participate in the development of the Confidential Information. During the term of this Agreement and at all times thereafter the Employee shall not disclose any Confidential Information to any person or entity for any reason or purpose whatsoever (other than for the benefit of the Company), nor shall the Employee make use of any Confidential Information for the Employees own benefit or for the benefit of any other person or entity. Upon termination of this Agreement for any reason, the Employee will promptly surrender to the Company all secret Confidential Information in the Employee's possession or confidential informationunder the Employee's control, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained whether prepared by the Executive during his employment Employee or by the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by itothers. (b) Upon The Employee agrees (i) that for a period of three (3) years following the termination of the ExecutiveEmployee's employment for any reasonhereunder, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, Employee will not directly or indirectly solicit or aid in attempt to solicit any of the solicitation of any employees of or consultants to the Company to leave their employment. In the event Company to become employees of or consultants to any other person or entity who is a direct competitor of the Executive violates Company and (ii) that for a period of one (1) year following the terms termination of Section 12(a) or this Section 12(b)the Employee's employment hereunder, the Employee shall forfeit the right will not directly or indirectly solicit or attempt to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach solicit any of the covenants contained in this Section 12. Accordingly, employees of or consultants to the Executive agrees that Company to leave the Company, in addition Company or to all remedies provided at law become employees of or in equity, shall be entitled consultants to a temporary restraining order and temporary and permanent injunctions to prevent a breach any other person or contemplated breach of any of the covenants contained in this Section 12entity.

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained by the Executive during his her employment by the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (b) Upon termination of the Executive's employment for any reason, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, directly or indirectly solicit or aid in the solicitation of any employees of the Company to leave their employment. In the event the Executive violates the terms of Section 12(a) or this Section 12(b), the Employee shall forfeit the right to all salary and benefits that the Executive and/or his her family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach any of the covenants contained in this Section 12. Accordingly, the Executive agrees that the Company, in addition to all remedies provided at law or in equity, shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants contained in this Section 12.

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained by the Executive during his employment by the Company, and (ii) which is not otherwise publicly known (other than by EXHIBIT 10.102 reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (b) Upon termination of the Executive's employment for any reason, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, directly or indirectly solicit or aid in the solicitation of any employees of the Company to leave their employment. In the event the Executive violates the terms of Section 12(a) or this Section 12(b), the Employee shall forfeit the right to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach any of the covenants contained in this Section 12. Accordingly, the Executive agrees that the Company, in addition to all remedies provided at law or in equity, shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants contained in this Section 12.

Confidential Information and Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to the Company, and its business, (i) obtained by the Executive during his employment by the Company, and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by the Executive) and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. After termination of the Executive's ’s employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. (b) Upon termination of the Executive's ’s employment for any reason, the Executive, for the twelve (12) month period following the Notice of Termination, shall not, on his own behalf or on behalf of any person or entity, directly or indirectly solicit or aid in the solicitation of any employees of the Company to leave their employment. In the event the Executive violates the terms of Section 12(a) or this Section 12(b), the Employee shall forfeit the right to all salary and benefits that the Executive and/or his family members were otherwise entitled pursuant to the terms of Section 7. Also, in the event that this Section 12 is determined to be unenforceable in part, it shall be construed to be enforceable to the maximum extent permitted by law. (c) The Executive agrees that the covenants of confidentiality and non-solicitation contained in this Section 12 are reasonable covenants under the circumstances and necessary to protect the business interests and properties of the Company. The Executive agrees that irreparable loss and damage will be suffered by the Company should the Executive breach any of the covenants contained in this Section 12. Accordingly, the Executive agrees that the Company, in addition to all remedies provided at law or in equity, shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants contained in this Section 12.