Common use of Confidential Information and Trade Secrets Clause in Contracts

Confidential Information and Trade Secrets. During the period of my employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

Confidential Information and Trade Secrets. During the period of my employment with Participant’s employment, the Company, I parties acknowledge that the Company may disclose and/or Atlantic Capital Bank, N.A. (collectively, the “Employers”) shall disclose, or have already disclosed, to me confidential the Participant for use in the Participant’s employment, and proprietary the Participant shall be provided access to and otherwise shall make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Employers (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Employers, and other proprietary documents, materials, or information indigenous to the Employers, relating to their businesses and activities, or the manner in which the Company takes great pains Employers do business, which is valuable to safeguard from unauthorized use the Employers in conducting their business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Employers’ competitors or to disclose to any personthe general public (“Confidential Information”). Confidential Information does not include information generally known or easily obtained from public sources or public records, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of Participant causes the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has to become generally known within or easily obtained from public sources or public records. a. To the relevant industry through no fault of my own. I understand and agree extent that “the Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates Information rises to the actual or demonstrably anticipated business or research or development level of a trade secret under Applicable Law, then the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeParticipant shall, at all times during my the Participant’s employment and anytime thereafter, to hold in strictest confidence, and not to use for so long as the Confidential Information remains a trade secret under Applicable Law (or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer maximum period of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowtime otherwise allowed by Applicable Law) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Employers’ prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Employers. b. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common lawApplicable Law, the Participant shall, during the Participant’s employment and for so long as such information remains confidential following any voluntary or involuntary termination of employment (whether by the Employers or Participant), (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Employers’ prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Employers.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The Parties acknowledge that the Company may Employer shall disclose during the Term, or has already disclosed, to me confidential Executive for use in Executive’s employment, and proprietary that during the Term Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Employer (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Employer, and other proprietary documents, materials, or information indigenous to the Employer, relating to its businesses and activities, or the manner in which the Company takes great pains Employer does business, which is valuable to safeguard from unauthorized use the Employer in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Employer’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any “Confidential Information”). Confidential Information (defined below) before it has does not include information generally known or easily obtained from public sources or public records, unless Executive causes the Confidential Information to become generally known within or easily obtained from public sources or public records. To the relevant industry through no fault of my own. I understand and agree extent that “the Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates Information rises to the actual or demonstrably anticipated business or research or development level of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreea trade secret under applicable law, at all times then Executive shall, during my Executive’s employment and anytime thereafter, to hold in strictest confidence, and not to use for so long as the Confidential Information remains a trade secret under applicable law (or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer maximum period of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowtime otherwise allowed by applicable law) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Employer’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Employer. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Executive shall, during Executive’s employment and for a period of twenty four (24) months following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Employer’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Employer.

Confidential Information and Trade Secrets. During the period of my employment with Participant’s service, the Company, I parties acknowledge that the Company may disclose Corporation and/or Atlantic Capital Bank (collectively, the “Bank”) shall disclose, or has already disclosed, to me confidential the Participant for use in the Participant’s service, and proprietary that the Participant will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to their businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any personthe general public (“Confidential Information”). Confidential Information does not include information generally known or easily obtained from public sources or public records, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of Participant causes the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has to become generally known within or easily obtained from public sources or public records. (a) To the relevant industry through no fault of my own. I understand and agree extent that “the Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates Information rises to the actual level of a trade secret under applicable law, then the Participant shall, during the Participant’s service and for so long as the Confidential Information remains a trade secret under applicable law (or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer maximum period of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowtime otherwise allowed by applicable law) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets without the Bank’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while serving the Bank. (b) To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, the Participant shall, during the Participant’s service and for a period of one year following any voluntary or involuntary termination of service (whether by the Bank or the Participant), (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while serving the Bank.

Confidential Information and Trade Secrets. During You acknowledge that during your employment with Company, you have been given access to and use of trade secrets, proprietary data, or other confidential information, which were developed at considerable effort and expense, and which if acquired by competitors of Pier 1 would give them an unfair business advantage. You understand and agree that this information, if used by or disclosed to anyone but Pier 1 and its employees with a need to know, will place Pier 1 at a competitive disadvantage. You further acknowledge that you have not used or disclosed such trade secrets, proprietary data, or other confidential information during your employment with Company, except as authorized in writing by Company or in the period normal exercise of my your job duties for the benefit of Pier 1. In further consideration for the above-recited covenants, promises and statements of understanding between the parties, including the payment described in Section 1 of this Agreement, to which you are otherwise not entitled, you agree that you shall not, without the prior express written consent of the Company, directly or indirectly communicate or disclose, or use for your benefit or the benefit of any other person, firm, association, or corporation, any of the Releasees’ trade secrets, proprietary data or other confidential information, which trade secrets, proprietary data and other confidential information were communicated to or otherwise learned or acquired by you during your employment relationship with the Company, I acknowledge except that the Company you may disclose such matters to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or extent that disclosure is required (a) at the Company’s direction or (b) by a lawful order of a court or other governmental agency of competent jurisdiction. For so long as such matters remain trade secrets, proprietary data, or other confidential information, you agree that you will not use such trade secrets, proprietary data, or other confidential information in connection any way or in any capacity other than as expressly consented to by the Company. Nothing in the above paragraph shall be construed to restrict you from using your general knowledge, skills, and experience acquired during your employment with my work for the Company in future employment whether or unless not such employment is with a direct competitor of Pier 1. Such trade secrets, proprietary data, or other confidential information include, but are not limited to, the Chief Executive Officer following: information concerning strategic marketing plans or product development plans; cost or pricing information; vendor or supplier information; business plans or methods; customer lists or data; information regarding proposed joint ventures, mergers, acquisitions, and other such anticipated or contemplated business ventures of the Company otherwise expressly authorizes Pier 1; projects, whether completed, in writingprogress, or only contemplated; real estate plans and strategy; investment opportunities and other information related to investments of Pier 1, whether past, present or future; confidential financial information; financial planning and analysis modeling and methodology; intellectual property; financial accounting and reporting; tax planning and strategy; personnel information; ideas; discoveries; designs; inventions; improvements; know-how; writings and other works of authorship; computer programs; accounting information; lists; analyses; studies; technology; programs; flow charts; information regarding products or techniques; strategies; or, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public other business information that does not otherwise qualify as Trade Secrets (defined below) that relates in any manner to the actual or demonstrably anticipated business of Pier 1, and which they have not intentionally disclosed to its competitors or research or development to the general public. The obligations set forth herein shall be in addition to any other confidentiality obligations that you may have to any of the Company Releasees. You further acknowledge that the injury the Releasees will suffer in the event of your breach of any covenant or agreement set forth in Sections 5, 6, 7, 8 or 9 herein cannot be compensated by monetary damages alone, and you therefore agree that the Releasees, in addition to and without limiting any other information which is marked “confidential” remedies or which might reasonably be anticipated otherwise, shall have the right to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawan injunction against you.

Confidential Information and Trade Secrets. During (i) All Confidential Information shall be the sole property of Sysorex or SGS. Employee will not, during the period of my his employment with the Companyfor any reason, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm person or corporation, except as such entity or use or disclosure is required in connection with my work otherwise exploit for Employee’s own benefit or for the Company benefit of any other person or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, entity any Confidential Information (defined below) before it has become generally which is disclosed to Employee or which becomes known within to Employee in the relevant industry through no fault course of my ownhis employment with Sysorex or SGS without the prior written consent of another officer of Sysorex or SGS except as may be necessary and appropriate, in Employee’s reasonable judgment, in the ordinary course of performing his duties to Sysorex or SGS during the period of his employment with Sysorex or SGS or as may be required by law, legal process, or lawful exercise of authority. I understand and agree that For purposes of this Section 11(i), “Confidential Information” means shall mean any data or information belonging to Sysorex or SGS, other than Trade Secrets, that is of value to Sysorex or SGS and is not generally known to competitors of Sysorex or SGS or to the public, and is maintained as confidential by Sysorex or SGS, including but not limited to non-public information about Sysorex or SGS’s clients, executives, key contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will he deemed to be Confidential Information unless such information is treated by Sysorex or SGS as confidential and shall not include any data or information of Sysorex or SGS that does not otherwise qualify as Trade Secrets (defined below) that relates has been voluntarily disclosed to the actual public by Sysorex or demonstrably anticipated business SGS (except where such public disclosure has been made without the authorization of Sysorex or research SGS), or development of the Company that has been independently developed and disclosed by others, or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in that otherwise enters the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawlawful means.

Confidential Information and Trade Secrets. During 8.1 Former Employee hereby recognizes, acknowledges and agrees that Ixia is the period owner of my employment with proprietary rights in certain confidential sales and marketing information, programs, tactics, systems, methods, processes, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To the Company, I acknowledge extent that any or all of the Company may disclose to me foregoing constitute valuable trade secrets and/or confidential and proprietary and/or privileged information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafterIxia, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporationFormer Employee hereby further agrees as follows: i. That, except as such use with prior written authorization from Ixia’s CEO, for purposes related to Ixia’s best interests, he will not directly or disclosure is required in connection with my work for the Company indirectly duplicate, remove, transfer, disclose or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writingutilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeproperty, at all times during my employment and anytime thereafterassets, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, trade secrets or other third partiesthings of value, including, but not limited to technical to, records, techniques, procedures, systems, methods, market research, new product plans and non-technical dataideas, formulaedistribution arrangements, advertising and promotional materials, forms, patterns, compilationslists of past, programspresent or prospective customers, devicesand data prepared for, methodsstored in, processed by or obtained from, an automated information system belonging to or in the possession of Ixia which are not intended for and have not been the subject of public disclosure. Former Employee agrees to safeguard all Ixia trade secrets in his possession or known to him at all times so that they are not exposed to, or taken by, unauthorized persons and to exercise his reasonable efforts to assure their safekeeping. This subsection shall not apply to information that as of the date hereof is, or as of the date of such duplication, removal, transfer, disclosure or utilization (or the knowing allowing thereof) by Former Employee has (i) become generally known to the public or competitors of Ixia (other than as a result of a breach of this Agreement); (ii) been lawfully obtained by Former Employee from any third party who has lawfully obtained such information without breaching any obligation of confidentiality; or (iii) been published or generally disclosed to the public by Ixia. Former Employee shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. ii. That all improvements, discoveries, systems, techniques, drawingsideas, processes, financial data, financial plans, product plansprograms and other things of value made or conceived in whole or in part by Former Employee with respect to any aspects of Ixia’s current or anticipated business while an employee of Ixia are and remain the sole and exclusive property of Ixia, and lists Former Employee has disclosed all such things of actual value to Ixia and will cooperate with Ixia to insure that the ownership by Ixia of such property is protected. All of such property of Ixia in Former Employee’s possession or potential customers control, including, but not limited to, all personal notes, documents and reproductions thereof, relating to the business and the trade secrets or suppliers which confidential or privileged information of Ixia has already been, or shall be immediately, delivered to Ixia. 8.2 Former Employee further acknowledges that as the result of his prior service as an officer and employee of Ixia, he has had access to, and is in possession of, information and documents protected by the attorney-client privilege and by the attorney work product doctrine. Former Employee understands that the privilege to hold such information and documents confidential is Ixia’s, not commonly known his personally, and that he will not disclose the information or documents to any person or entity without the express prior written consent of the CEO or Board of Ixia unless he is required to do so by law. 8.3 Former Employee’s obligations set forth in the public domain and which (i) derives economic value, economic or potential, from not being generally known this Section 8 shall be in addition to, and not being readily ascertainable by proper means byinstead of, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable Former Employee’s obligations under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawwritten Nondisclosure Agreement.

Confidential Information and Trade Secrets. During (i) All Confidential Information shall be the sole property of Sysorex or SGS. Employee will not, during the period of my his employment with the Companyfor any reason, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm person or corporation, except as such entity or use or disclosure is required in connection with my work otherwise exploit for Employee's own benefit or for the Company benefit of any other person or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, entity any Confidential Information (defined below) before it has become which is disclosed to Employee or which becomes known to Employee in the course of his employment with Sysorex or SGS without the prior written consent of another officer of Sysorex or SGS except as may be necessary and appropriate, in Employee's reasonable judgment, in the ordinary course of performing his duties to Sysorex or SGS during the period of his employment with Sysorex or SGS or as may be required by law, legal process, or lawful exercise of authority. For purposes of this Section 10(i), "Confidential Information" shall mean any data or information belonging to Sysorex or SGS, other than Trade Secrets, that is of value to Sysorex or SGS and is not generally known within to competitors of Sysorex or SGS or to the relevant industry through no fault of my own. I understand public, and agree that “Confidential Information” means any is maintained as confidential by Sysorex or SGS, including but not limited to non-public information about Sysorex or SGS's clients, executives, key contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will he deemed to be Confidential Information unless such information is treated by Sysorex or SGS as confidential and shall not include any data or information of Sysorex or SGS that does not otherwise qualify as Trade Secrets (defined below) that relates has been voluntarily disclosed to the actual public by Sysorex or demonstrably anticipated business SGS (except where such public disclosure has been made without the authorization of Sysorex or research SGS), or development of the Company that has been independently developed and disclosed by others, or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in that otherwise enters the public domain through no fault lawful means. (ii) All Trade Secrets shall be the sole property of my ownSysorex or SGS. I understand Employee agrees that during his employment with Sysorex or SGS and agree that forever after his termination, Employee will keep in confidence and trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or deliver any Trade Secret, to any person or entity outside Sysorex or SGS without the prior written consent of the Board of Directors of Sysorex or SGS, as applicable. For purposes of this Section 10(i), “Trade Secrets” are informationshall mean any scientific, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulaeinformation, patternsformula, compilationspattern, programscompilation, devicesprogram, methodsdevice, techniquesmethod, drawingstechnique, processesdrawing, process, financial data, financial plansplan, product plans, and lists plan or list of actual or potential customers or vendors and suppliers which of Sysorex or SGS or any portion or part thereof, whether or not copyrightable or patentable, that is of value to Sysorex or SGS and is not commonly generally known to competitors of Sysorex or SGS or to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating to Sysorex or SGS's products, information concerning proposed new products or services, market feasibility studies, proposed or existing marketing techniques or plans and customer consumption data, usage or load data, and any other information that constitutes a trade secret as defined in the public domain and which (i) Virginia Uniform Trade Secrets Act that appears at Chapter 26 of Title 59.1 of the Virginia Code, in each case to the extent that Sysorex or SGS, as the context requires, derives economic value, economic actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use; and (ii. This Section 11(ii) is subject to the subject limited qualification that in accordance with the Defend Trade Secrets Act of efforts that are reasonable 2016, an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the circumstances to maintain its secrecy, or any other information that constitutes disclosure of a trade secret that is made either: (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under common lawseal.

Confidential Information and Trade Secrets. During the period of my employment with Participant’s employment, the Company, I parties acknowledge that the Company may disclose Corporation and/or Atlantic Capital Bank (collectively, the “Bank”) shall disclose, or has already disclosed, to me confidential the Participant for use in the Participant’s employment, and proprietary that the Participant will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to their businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any personthe general public (“Confidential Information”). Confidential Information does not include information generally known or easily obtained from public sources or public records, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of Participant causes the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has to become generally known within or easily obtained from public sources or public records. (a) To the relevant industry through no fault of my own. I understand and agree extent that “the Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates Information rises to the actual or demonstrably anticipated business or research or development level of a trade secret under applicable law, then the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeParticipant shall, at all times during my the Participant’s employment and anytime thereafter, to hold in strictest confidence, and not to use for so long as the Confidential Information remains a trade secret under applicable law (or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer maximum period of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowtime otherwise allowed by applicable law) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets without the Bank’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Bank. (b) To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, the Participant shall, during the Participant’s employment and for a period of one year following any voluntary or involuntary termination of employment (whether by the Bank or the Participant), (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in the Participant’s performance of the Participant’s duties while employed with the Bank.

Confidential Information and Trade Secrets. During Associate’s employment, the period of my employment with the Company, I Parties acknowledge that the Company may disclose Associate will have access to me confidential and proprietary otherwise make use of, acquire, create, or add to, certain valuable, unique, proprietary, and secret information of the Company (whether tangible or intangible and whether or not electronically kept or stored), including financial information, financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers and the Company, and other proprietary documents, materials, or information indigenous to the Company, its businesses and activities, or the manner in which the Company takes great pains does business, which is valuable to safeguard from unauthorized use the Company in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Company’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information general public (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public ”). Confidential Information shall not include information that does not otherwise qualify as Trade Secrets (defined below) that relates if, and only to the actual extent that it: (a) is or demonstrably anticipated business or research or development becomes a part of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault act or omission of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging the Associate; (b) was in the Associate’s lawful possession prior to the disclosure and had not been obtained by the Associate either directly or indirectly from the Company, licensed by it, or ; (c) is lawfully disclosed to it the Associate by a third party without restriction on disclosure; (d) is independently developed by the Associate other than in his role as an Associate with the Company; or (e) is disclosed by the Associate pursuant to a confidential basis requirement of a governmental agency, regulatory body or by its customersoperation of law, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists provided that the Associate shall disclose only that part of actual or potential customers or suppliers the Confidential Information which is not commonly known required to be disclosed and shall notify the Company prior to such disclosure in a timely fashion in order to permit the public domain Company to attempt to prevent or restrict such disclosure should it so elect. Associate acknowledges and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is agrees that to the subject extent that the Confidential Information rises to the level of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common applicable law, then Associate shall, during Associate’s employment and for as long as such Confidential Information remains a trade secret (or for the maximum period of time allowed under applicable trade secret law), protect and maintain the confidentiality of such trade secrets and refrain from disclosing, copying, or using any such trade secrets without the Company’s prior written consent, except as necessary in Associate’s performance of Associate’s duties while employed with the Company. To the extent that the Confidential Information defined above does not rise to the level of a trade secret under applicable law, Associate will, during Associate’s employment and for a period of three (3) years following the date of any voluntary or involuntary termination of Associate’s employment, protect and maintain the confidentiality of the Confidential Information and refrain from disclosing, copying, or using any Confidential Information without the Company’s prior written consent, except as necessary in Associate’s performance of Associate’s duties while employed with the Company.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The Parties acknowledge that the Company may Bank shall disclose during the Term, or has already disclosed, to me confidential Executive for use in Executive’s employment, and proprietary that during the Term Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that ”). Confidential Information does not otherwise qualify as Trade Secrets include information (defined belowi) that relates has been 122921919v3 4854-8745-4486 v.2 072446/00002, 3:54 PM, 03/17/2022 voluntarily disclosed to the actual or demonstrably anticipated business or research or development of public by the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporationBank, except as where such use public disclosure has been made by Executive without authorization from the Bank; (ii) that has been independently developed and disclosed by others; or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowiii) before it that has become generally known in otherwise entered the public domain through no fault of my ownlawful means. I understand and agree To the extent that “Trade Secrets” are information, regardless of form, belonging the Confidential Information rises to the Companylevel of a trade secret under applicable law, licensed then Executive shall, during Executive’s employment and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which applicable law) (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Executive shall, during Executive’s employment and following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank.

Confidential Information and Trade Secrets. During 8.1 Former Employee hereby recognizes, acknowledges and agrees that Ixia is the period owner of my employment with proprietary rights in certain confidential sales and marketing information, programs, tactics, systems, methods, processes, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To the Company, I acknowledge extent that any or all of the Company may disclose to me foregoing constitute valuable trade secrets and/or confidential and proprietary and/or privileged information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafterIxia, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporationFormer Employee hereby further agrees as follows: (a) That, except as such use with prior written authorization from Ixia’s CEO, for purposes related to Ixia’s best interests, he will not directly or disclosure is required in connection with my work for the Company indirectly duplicate, remove, transfer, disclose or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writingutilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeproperty, at all times during my employment and anytime thereafterassets, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, trade secrets or other third partiesthings of value, including, but not limited to technical to, records, techniques, procedures, systems, methods, market research, new product plans and non-technical dataideas, formulaedistribution arrangements, advertising and promotional materials, forms, patterns, compilationslists of past, programspresent or prospective customers, devicesand data prepared for, methodsstored in, processed by or obtained from, an automated information system belonging to or in the possession of Ixia which are not intended for and have not been the subject of public disclosure. Former Employee agrees to safeguard all Ixia trade secrets in his possession or known to him at all times so that they are not exposed to, or taken by, unauthorized persons and to exercise his reasonable efforts to assure their safekeeping. This subsection shall not apply to information that as of the date hereof is, or as of the date of such duplication, removal, transfer, disclosure or utilization (or the knowing allowing thereof) by Former Employee has (i) become generally known to the public or competitors of Ixia (other than as a result of a breach of this Agreement); (ii) been lawfully obtained by Former Employee from any third party who has lawfully obtained such information without breaching any obligation of confidentiality; or (iii) been published or generally disclosed to the public by Ixia. Former Employee shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. (b) That all improvements, discoveries, systems, techniques, drawingsideas, processes, financial data, financial plans, product plansprograms and other things of value made or conceived in whole or in part by Former Employee with respect to any aspects of Ixia’s current or anticipated business while an employee of Ixia are and remain the sole and exclusive property of Ixia, and lists Former Employee has disclosed all such things of actual value to Ixia and will cooperate with Ixia to insure that the ownership by Ixia of such property is protected. All of such property of Ixia in Former Employee’s possession or potential customers control, including, but not limited to, all personal notes, documents and reproductions thereof, relating to the business and the trade secrets or suppliers which confidential or privileged information of Ixia has already been, or shall be immediately, delivered to Ixia. 8.2 Former Employee further acknowledges that as the result of his prior service as an officer and employee of Ixia, he has had access to, and is in possession of, information and documents protected by the attorney-client privilege and by the attorney work product doctrine. Former Employee understands that the privilege to hold such information and documents confidential is Ixia’s, not commonly known his personally, and that he will not disclose the information or documents to any person or entity without the express prior written consent of the CEO or Board of Ixia unless he is required to do so by law. 8.3 Former Employee’s obligations set forth in the public domain and which (i) derives economic value, economic or potential, from not being generally known this Section 8 shall be in addition to, and not being readily ascertainable by proper means byinstead of, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable Former Employee’s obligations under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawwritten Nondisclosure Agreement.

Confidential Information and Trade Secrets. During Executive agrees to protect and hold in confidence all Trade Secrets and Confidential Information ("Company Information") belonging to the period Company that Executive has received through or as a result of my Executive's employment with by the Company and to take no action that may cause any such information to lose its character as Company Information. Executive shall neither disclose, divulge nor communicate to any third party any Trade Secrets belonging to the Company unless compelled by court order. For purposes of this Section 8, "Confidential Information" means confidential data and confidential information relating to the Company's business (which does not rise to the status of a Trade Secret) which has value to the Company and is not generally known to its competitors, such as Company pricing information, marketing information, profit margins, customer preferences, patient and customer lists, and other financial marketing and sales information that would have value if disclosed to competitors. Confidential Information shall not include any data or information that (i) has been voluntarily disclosed to the public by the Company, I acknowledge that the Company may disclose to me confidential (ii) has been independently developed and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates disclosed to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreepublic by others, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowiii) before it has become generally known in otherwise enters the public domain through no fault lawful means, or (iv) was already known by Executive at the time of my owndisclosure. I understand The provisions in this Agreement restricting the disclosure and agree that “use of Confidential Information shall survive for a period of five (5) years following the execution of this Agreement. For purposes of this Section 8, "Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, " means information including, but not limited to to, technical and or non-technical data, formulaeformulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and or service plans or lists of actual or potential customers or suppliers which is not commonly known in the public domain and or customer preferences which (i1) derives economic value, economic actual or potential, from not being generally known to, and not being readily ascertainable by proper means bymeans, by other persons who can obtain economic value from its disclosure or use; and (ii2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other . The provisions in this Agreement restricting the disclosure and use of Trade Secrets shall survive the execution of the Agreement and shall survive for so long as the respective information that constitutes qualifies as a trade secret under common applicable law.

Confidential Information and Trade Secrets. During 8.1 Former Employee hereby recognizes, acknowledges and agrees that Ixia is the period owner of my employment with proprietary rights in certain confidential sales and marketing information, programs, tactics, systems, methods, processes, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To the Company, I acknowledge extent that any or all of the Company may disclose to me foregoing constitute valuable trade secrets and/or confidential and proprietary and/or privileged information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafterIxia, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporationFormer Employee hereby further agrees as follows: i. That, except as such use with prior written authorization from Ixia’s CEO, for purposes related to Ixia’s best interests, he or disclosure is required in connection with my work for the Company she will not directly or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writingindirectly duplicate, remove, transfer, disclose or utilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeproperty, at all times during my employment and anytime thereafterassets, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, trade secrets or other third partiesthings of value, including, but not limited to technical to, records, techniques, procedures, systems, methods, market research, new product plans and non-technical dataideas, formulaedistribution arrangements, advertising and promotional materials, forms, patterns, compilationslists of past, programspresent or prospective customers, devicesand data prepared for, methodsstored in, processed by or obtained from, an automated information system belonging to or in the possession of Ixia which are not intended for and have not been the subject of public disclosure. Former Employee agrees to safeguard all Ixia trade secrets in his or her possession or known to him or her at all times so that they are not exposed to, or taken by, unauthorized persons and to exercise his or her reasonable efforts to assure their safekeeping. This subsection shall not apply to information that as of the date hereof is, or as of the date of such duplication, removal, transfer, disclosure or utilization (or the knowing allowing thereof) by Former Employee has (i) become generally known to the public or competitors of Ixia (other than as a result of a breach of this Agreement); (ii) been lawfully obtained by Former Employee from any third party who has lawfully obtained such information without breaching any obligation of confidentiality; or (iii) been published or generally disclosed to the public by Ixia. Former Employee shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. ii. That all improvements, discoveries, systems, techniques, drawingsideas, processes, financial data, financial plans, product plansprograms and other things of value made or conceived in whole or in part by Former Employee with respect to any aspects of Ixia’s current or anticipated business while an employee of Ixia are and remain the sole and exclusive property of Ixia, and lists Former Employee has disclosed all such things of actual value to Ixia and will cooperate with Ixia to insure that the ownership by Ixia of such property is protected. All of such property of Ixia in Former Employee’s possession or potential customers control, including, but not limited to, all personal notes, documents and reproductions thereof, relating to the business and the trade secrets or suppliers which confidential or privileged information of Ixia has already been, or shall be immediately, delivered to Ixia. 8.2 Former Employee further acknowledges that as the result of his or her prior service as an officer and employee of Ixia, he or she has had access to, and is in possession of, information and documents protected by the attorney-client privilege and by the attorney work product doctrine. Former Employee understands that the privilege to hold such information and documents confidential is Ixia’s, not commonly known his or her personally, and that he or she will not disclose the information or documents to any person or entity without the express prior written consent of the CEO or Board of Ixia unless he or she is required to do so by law. 8.3 Former Employee’s obligations set forth in the public domain and which (i) derives economic value, economic or potential, from not being generally known this Section 8 shall be in addition to, and not being readily ascertainable by proper means byinstead of, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable Former Employee’s obligations under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawwritten Nondisclosure Agreement.

Confidential Information and Trade Secrets. During You acknowledge that during your employment with Company, you have been given access to and use of trade secrets, proprietary data, financial information, and other confidential information, which were developed at considerable effort and expense to the period Company, and which if used by Company’s competitors would give them an unfair business advantage. You understand and agree that this information, if used by or disclosed to anyone but Company and its employees with a need to know, will place Company at a competitive disadvantage. You further acknowledge that you have not used or disclosed such trade secrets, proprietary data, or other confidential information during your employment with Company, except as authorized in writing by Company or in the normal exercise of my your job duties for the benefit of the Company. In further consideration for the above-recited covenants, promises and statements of understanding between the parties, including the severance benefits described in this Agreement, to which you are otherwise not entitled, you agree that you shall not, without the prior express written consent of the Company, directly or indirectly communicate or disclose, or use for your benefit or the benefit of any other person, firm, association, or corporation, any of the Releasees’ trade secrets, proprietary data or other confidential information, which trade secrets, proprietary data and other confidential information were communicated to or otherwise learned or acquired by you during your employment relationship with the Company, I acknowledge except that the Company you may disclose such matters to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or extent that disclosure is required (a) at the Company’s direction or (b) by a lawful order of a court or other governmental agency of competent jurisdiction. For so long as such matters remain trade secrets, proprietary data, or other confidential information, you agree that you will not use such trade secrets, proprietary data, or other confidential information in connection with my work for any way or in any capacity other than as expressly consented to by the Company Company. Such trade secrets, proprietary data, or unless other confidential information include, but are not limited to, the Chief Executive Officer following: information concerning strategic plans or product development plans, business plans or methods; cost or pricing information; vendor and supplier information; customer lists or related data; information regarding proposed joint ventures, mergers, acquisitions, and other such anticipated or contemplated business ventures of the Company otherwise expressly authorizes Company; projects, whether completed, in writingprogress, or only contemplated by Company; investment opportunities and other information related to the Company’s investments, whether past, present or future; confidential financial information; personnel information; ideas; discoveries; designs; inventions; improvements; know-how; writings and other works of authorship; computer programs; accounting information; analyses; studies; technology; programs; flow charts; information regarding products or techniques; strategies; or, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public other business information that does not otherwise qualify as Trade Secrets (defined below) that relates in any manner to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidenceCompany, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for which the Company has not intentionally disclosed to its competitors or unless to the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known general public. Nothing in the public domain through no fault above paragraph shall be construed to restrict you from using and/or disclosing your own ideas, discoveries, designs, inventions, improvements, know-how, writing and other works of my own. I understand authorship; computer programs; accounting information; analyses; studies; technology; programs; flow charts; information regarding products or techniques; and agree that “Trade Secrets” are informationstrategies if such information was developed on your own time, regardless of form, belonging was not disclosed to the Company, licensed and was unrelated to work performed by ityou on behalf of the Company. The obligations set forth herein shall be in addition to any other confidentiality obligations that you may have to any of the Releasees. You further acknowledge that the injury the Releasees will suffer in the event of your breach of any covenant or agreement set forth in Paragraphs 5, 6, 7, 8 or disclosed to it on a confidential basis 9 herein cannot be compensated by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plansmonetary damages alone, and lists of actual or potential customers or suppliers which is not commonly known you therefore agree that the Releasees, in the public domain addition to and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or without limiting any other information that constitutes a trade secret under common lawremedies or otherwise, shall have the right to obtain an injunction against you.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I (a) The parties acknowledge that the Company may Bank shall disclose during the Term, or has already disclosed, to me confidential Xxxxx for use in Xxxxx’x service, and proprietary that during the Term and Xxxxx’x service as a member of the Board, Xxxxx will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect list and contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public ”). Confidential information that does not otherwise qualify as Trade Secrets include information (defined below1) that relates has been voluntarily disclosed to the actual or demonstrably anticipated business or research or development of public by the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporationBank, except as where such use public disclosure has been made by Xxxxx without authorization from the Bank; (2) that has been independently developed and disclosed by others, or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below3) before it that has become generally known in otherwise entered the public domain through no fault of my own. I understand and agree lawful means. (b) To the extent that “Trade Secrets” are information, regardless of form, belonging the Confidential Information rises to the Companylevel of a trade secret under applicable law, licensed then Xxxxx shall, during Xxxxx’x service and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which applicable law) (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Bank’s prior written consent, except as necessary in Xxxxx’x performance of Xxxxx’x duties under this Agreement. (c) To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Xxxxx shall, during Xxxxx’x service as a member of the Board and thereafter, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in Xxxxx’x performance of Xxxxx’x duties under this Agreement.

Confidential Information and Trade Secrets. During 7.1 Former Employee hereby recognizes, acknowledges and agrees that Ixia is the period owner of my employment with proprietary rights in certain confidential sales and marketing information, programs, tactics, systems, methods, processes, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To the Company, I acknowledge extent that any or all of the Company may disclose to me foregoing constitute valuable trade secrets and/or confidential and proprietary and/or privileged information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafterIxia, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporationFormer Employee hereby further agrees as follows: (a) That, except as such use with prior written authorization from Ixia’s CEO, for purposes related to Ixia’s best interests, he will not directly or disclosure is required in connection with my work for the Company indirectly duplicate, remove, transfer, disclose or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writingutilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeproperty, at all times during my employment and anytime thereafterassets, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, trade secrets or other third partiesthings of value, including, but not limited to technical to, records, techniques, procedures, systems, methods, market research, new product plans and non-technical dataideas, formulaedistribution arrangements, advertising and promotional materials, forms, patterns, compilationslists of past, programspresent or prospective customers, devicesand data prepared for, methodsstored in, processed by or obtained from, an automated information system belonging to or in the possession of Ixia which are not intended for and have not been the subject of public disclosure. Former Employee agrees to safeguard all Ixia trade secrets in his possession or known to him at all times so that they are not exposed to, or taken by, unauthorized persons and to exercise his reasonable efforts to assure their safekeeping. This subsection shall not apply to information that as of the date hereof is, or as of the date of such duplication, removal, transfer, disclosure or utilization (or the knowing allowing thereof) by Former Employee has (i) become generally known to the public or competitors of Ixia (other than as a result of a breach of this Agreement); (ii) been lawfully obtained by Former Employee from any third party who has lawfully obtained such information without breaching any obligation of confidentiality; or (iii) been published or generally disclosed to the public by Ixia. Former Employee shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. (b) That all improvements, discoveries, systems, techniques, drawingsideas, processes, financial data, financial plans, product plansprograms and other things of value made or conceived in whole or in part by Former Employee with respect to any aspects of Ixia’s current or anticipated business while an employee of Ixia are and remain the sole and exclusive property of Ixia, and lists Former Employee has disclosed all such things of actual value to Ixia and will cooperate with Ixia to insure that the ownership by Ixia of such property is protected. All of such property of Ixia in Former Employee’s possession or potential customers control, including, but not limited to, all personal notes, documents and reproductions thereof, relating to the business and the trade secrets or suppliers which confidential or privileged information of Ixia has already been, or shall be immediately, delivered to Ixia. 7.2 Former Employee further acknowledges that as the result of his prior service as an officer and employee of Ixia, he has had access to, and is in possession of, information and documents protected by the attorney-client privilege and by the attorney work product doctrine. Former Employee understands that the privilege to hold such information and documents confidential is Ixia’s, not commonly known his personally, and that he will not disclose the information or documents to any person or entity without the express prior written consent of the CEO or Board of Ixia unless he is required to do so by law. 7.3 Former Employee’s obligations set forth in the public domain and which (i) derives economic value, economic or potential, from not being generally known this Section 7 shall be in addition to, and not being readily ascertainable by proper means byinstead of, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable Former Employee’s obligations under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawwritten Nondisclosure Agreement.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I acknowledge that the Company may will disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and for a period of two (2) years thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “"Confidential Information” " means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in natureCompany. I further agree, agree at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in within the public domain relevant industry through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

Confidential Information and Trade Secrets. During (a) You acknowledge that through your employment you have acquired and had access to, and will continue to acquire and have access to, the period of my Company’s Confidential Information and that through your employment with HDS you have acquired and had access to, and will continue to acquire and have access to, the CompanyConfidential Information of HDS. You acknowledge and agree that you will not publish, I acknowledge that disclose or use any Confidential Information, except in connection with the good faith performance of your duties for the Company may and HDS, provided that following a Sale, you will not be able to publish, disclose to me confidential and proprietary information or use the Confidential Information of the Company which for any purpose, except that you may comply with legal process and governmental inquiry and you shall not be prevented from using Confidential Information of the Company takes great pains HDS Business Segment (even if they overlap with those of the Company) while you are employed by HDS (or the purchaser thereof). Further, any claims of violation of these provisions with regard to safeguard from unauthorized use HDS Confidential Information shall be that of HDS and disclosurenot of the Company. I You agree at all times that, during the term of my your employment and thereafter, to you will hold in strictest confidence, confidence all Confidential Information and not to use or to disclose to any person, firm or corporationwill not, except as provided above disclose, publish or make use of such use or disclosure is required in connection with my work for Confidential Information, unless compelled by law, it being agreed that you will promptly notify the Company or unless the Chief Executive Officer HDS (as applicable) upon becoming aware that you may be so compelled by law to disclose, publish or make use of such Confidential Information. You further agree to return all documents, disks or any other item or source containing Confidential Information, or any other Company or HDS property (as applicable), to the Company otherwise expressly authorizes or HDS (as applicable) on or before your termination date from the applicable entity, provided that you may retain and use the contact information in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my ownyour address books. I understand and agree that “Confidential Information” means shall include any non-public information data or information, other than trade secrets, that does not otherwise qualify as Trade Secrets (defined below) that relates is valuable to the actual Company or demonstrably anticipated business HDS (as applicable) or research or development any of their respective affiliates, and not generally known to competitors of the Company or any HDS (as applicable) or other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are informationoutsiders, regardless of whether the confidential information is in printed, written, or electronic form, belonging retained in your memory, or has been compiled or created by you. This includes, but is not limited to: technical, financial, personnel, staffing, payroll, computer systems, marketing, advertising, merchandising, operations, strategic planning, product, vendor, customer or store planning data, trade secrets or other information similar to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawforegoing.

Confidential Information and Trade Secrets. During the period I recognize that my work as an employee of my employment Navient Corporation (together with the Companyall subsidiaries, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidencepredecessors, and affiliates Navient Corporation, “Navient”), brought me into close contact with confidential information and trade secrets of Navient not publicly known. This may include, but is not limited to, know-how, technical data, processes, techniques, developments, inventions, research projects, new products, plans for future developments, responses to use “Requests for Proposals,” “Letters of Understanding,” bid information for government contracts, negotiations for new business ventures or to disclose to any personstrategic alliances, firm or corporationlitigation and potential litigation matters, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer computer code and/or design of the Company otherwise expressly authorizes in writingproprietary loan systems, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand personnel records and agree that “Confidential Information” means any non-public salary information, information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeabout costs, at all times during my employment and anytime thereafterprofits, to hold in strictest confidencemarkets, sales, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer lists of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but potential customers and/or employees. This list is merely illustrative and confidential information is not limited to technical the illustrations. The term “trade secret” includes all forms and non-technical datatypes of financial, formulaebusiness, scientific, technical, economic, or engineering information, including patterns, plans, compilations, programsprogram devices, devicesformulas, designs, prototypes, methods, techniques, drawings, processes, financial dataprocedures, financial plansprograms, product plansor codes, whether tangible or intangible, and lists of actual whether or potential customers how stored, compiled, or suppliers which is not commonly known memorialized physically, electronically, graphically, photographically, or in writing if (A) the public domain owner thereof has taken reasonable measures to keep such information secret; and which (iB) the information derives independent economic value, economic actual or potential, from not being generally known to, and not being readily ascertainable by through proper means by, other persons another person who can obtain economic value from its the disclosure or use; use of the information. I agree to keep secret all such confidential information and trade secrets of Navient and agree not to, directly or indirectly, disclose or use any such confidential information at any time, except upon Xxxxxxx’s prior written consent. In addition, I recognize that I may have been exposed, by reason of my employment, to certain information, which is confidential or proprietary to third parties. I agree that I will not disclose or use at any time, without the prior written consent of such third party and Navient, any such confidential or proprietary information. I agree that all written and computer stored materials (iiincluding correspondence, memoranda, manuals, notes, and notebooks) which are or were in my possession from time to time (whether or not written or prepared by me) embodying confidential information should be and will remain Navient’s sole property, and I have used all reasonable precautions to assure that all such written and computer stored materials were properly protected and kept from unauthorized persons. I further agree to deliver same, including all copies, promptly to Navient upon termination of my employment. If I am unsure whether certain material or information is confidential, I agree to consult Navient’s Legal Department for resolution and agree to be bound by the subject Legal Department’s decision. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under common seal. If I file a lawsuit for retaliation by Navient for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding if I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order. In addition, nothing in this Agreement or other agreements and policies applicable to me shall be construed as prohibiting or otherwise restricting me from lawfully reporting waste, fraud, or abuse related to the performance of a U.S. government contract to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information (e.g., an agency Office of the Inspector General), nor does this Agreement or other agreements and policies applicable to me prohibit me from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. I am not required to notify Navient of any such communications; provided, however, that nothing herein authorizes the disclosure of information I obtained through a communication that was subject to the attorney-client privilege.

Confidential Information and Trade Secrets. During 6.1. Former Employee hereby recognizes, acknowledges and agrees that AZGA is the period owner of my employment with proprietary rights in certain confidential information, programs, tactics, systems, methods, processes, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To the Company, I acknowledge extent that any or all of the Company may disclose to me foregoing constitute valuable trade secrets and/or confidential and proprietary and/or privileged information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafterAZGA, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporationFormer Employee hereby further agrees as follows: (a) That, except as such use with prior written authorization from AZGA, for purposes related to AZGA’s best interests, she will not directly or disclosure is required in connection with my work for the Company indirectly duplicate, remove, transfer, disclose or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writingutilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeproperty, at all times during my employment and anytime thereafterassets, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, trade secrets or other third partiesthings of value, including, but not limited to technical to, records, techniques, procedures, systems, methods, market research, new product plans and non-technical dataideas, formulaedistribution arrangements, advertising and promotional materials, forms, patterns, compilationslists of past, programspresent or prospective customers, devicesand data prepared for, methodsstored in, processed by or obtained from, an automated information system belonging to or in the possession of AZGA which are not intended for and have not been the subject of public disclosure. Former Employee agrees to safeguard all AZGA trade secrets in his possession or known to her at all times so that they are not exposed to, or taken by, unauthorized persons and to exercise her reasonable efforts to assure their safekeeping. This subsection shall not apply to information that as of the date hereof is, or as of the date of such duplication, removal, transfer, disclosure or utilization (or the knowing allowing thereof) by Former Employee has (i) become generally known to the public or competitors of AZGA (other than as a result of a breach of this Agreement); (ii) been lawfully obtained by Former Employee from any third party who has lawfully obtained such information without breaching any obligation of confidentiality; or (iii) been published or generally disclosed to the public by AZGA. Former Employee shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials. (b) That all improvements, discoveries, systems, techniques, drawingsideas, processes, financial data, financial plans, product plansprograms and other things of value made or conceived in whole or in part by Former Employee with respect to any aspects of AZGA’s current or anticipated business while an employee of AZGA are and remain the sole and exclusive property of AZGA, and lists Former Employee has disclosed all such things of actual value to AZGA and will cooperate with AZGA to insure that the ownership by AZGA of such property is protected. All of such property of AZGA in Former Employee’s possession or potential customers control, including, but not limited to, all personal notes, documents and reproductions thereof, relating to the business and the trade secrets or suppliers which is not commonly known confidential or privileged information of AZGA has already been, or shall be immediately, delivered to AZGA. 6.2. Former Employee’s obligations set forth in the public domain and which (i) derives economic value, economic or potential, from not being generally known this Section 6 shall be in addition to, and not being readily ascertainable by proper means byinstead of, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable Former Employee’s obligations under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawwritten Nondisclosure Agreement.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment I will have access to and thereafterpossession of Confidential Information including trade secrets of Sotheby’s, its parents, subsidiaries and affiliates (hereinafter collectively referred to as “Sotheby’s”) and their respective clients. Except as required to perform my responsibilities for Sotheby’s, to hold comply with law or regulation, or as authorized in strictest confidencewriting in advance by Sotheby’s, and I will not to use use, disclose or to disclose to take any person, firm or corporation, except as such action which results in the use or disclosure is of Confidential Information. I will give prompt written notice to Sotheby’s of any such requirement, or threatened requirement, by a court or government agency with jurisdiction in order to allow Sotheby’s the opportunity to resist such a request. To the extent that I am required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writingto develop, any review and/or analyze Confidential Information, I further agree to store and maintain all Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my ownin a secure place. I understand and agree that These obligations with respect to “Confidential Information” means shall be in force during my employment by Sotheby’s and shall survive termination of my employment, regardless of how such termination arises, for two (2) years after termination, provided that the “Confidential Information” in paragraph 1(b) shall be kept confidential indefinitely. (a) For purposes of this Agreement, “Confidential Information” includes, but is not limited to, confidential and/or proprietary information concerning Sotheby’s business plans, trade secrets, methods of doing business and any non-public specialized information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual and/or techniques developed by or demonstrably anticipated through it; Sotheby’s business or research operation plans, strategies, prospects or development objectives; Sotheby’s structure, technology, distribution, sales, services, support and marketing plans, practices, and operations; the prices, costs and details of Sotheby’s services; the Company financial condition and results of Sotheby’s operations; Sotheby’s research; Sotheby’s personnel and compensation policies; operating policies and manuals; financial records and related information; means of gaining access to Sotheby’s computer data systems and related information; or any other financial, commercial, business or technical information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose related to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use property or disclosure in writingservices developed or sold by or through Sotheby’s or its clients. For purposes of this Agreement, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, includingConfidential Information includes, but is not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means byinformation in written, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecygraphic, recorded, photographic or any other information machine readable form or that constitutes a trade secret under common lawis orally conveyed to me.