Common use of Confidential Information and Trade Secrets Clause in Contracts

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and ------------------------------------------ to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be confidential information and trade secrets (“"Confidential Information”") and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all All information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not include information which (i) is or was already in Executive’s possession prior to employment, (ii) becomes generally available to the public other than as a result of a disclosure by Executive or (iii) becomes available to Executive on a non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information. (b) All records of and materials relating to Confidential InformationInformation or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information or other information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to before or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to before or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all All information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not include information which (i) is or was already in the Executive’s possession prior to employment, (ii) becomes generally available to the public other than as a result of a disclosure by the Executive or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information. (b) All records of and materials relating to Confidential InformationInformation or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information or other information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all All information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be confidential information and trade secrets (“"Confidential Information”") and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not include information which (i) is or was already in Executive's possession prior to employment, (ii) becomes generally available to the public other than as a result of a disclosure by Executive or (iii) becomes available to Executive on a non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information. (b) All records of and materials relating to Confidential InformationInformation or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information or other information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to before or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to before or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates. (d) Nothing in this Section 8 shall prohibit the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. It is acknowledged that no prior authorization of the Company is needed to make any such report or disclosure and that the Executive is not required to notify the Company of such report or disclosure.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all All information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to before or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. Confidential Information does not include information which (i) is or was already in the Executive’s possession before employment, (ii) becomes generally available to the public other than as a result of a disclosure by the Executive or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company, provided that such source is not known to be bound by a confidentiality agreement or other obligation of secrecy with respect to such information. (b) All records of and materials relating to Confidential InformationInformation or other information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to before or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information or other information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce the employment of the Executive EMPLOYEE by the CompanyCORPORATION, the Executive EMPLOYEE hereby covenants and agrees that: (a) Except A. All information relating to the extent such information is generally known to the public or used in the industry in business and operation of the CORPORATION including, but not limited to, data, records, computer programs, manuals, processes, methods, marketing programs and intangible rights and procedures, client and customer lists, and client lead lists whether prepared, compiled, developed or obtained by EMPLOYEE or by the CORPORATION prior to or during the term of this Agreement and the employment of EMPLOYEE hereunder, are and shall be confidential information and trade secrets which are the Company exclusive property of the CORPORATION. B. All programs, customer and its subsidiaries clients lists, computer programs, manuals, records, data and corporate affiliates are engaged all information processes relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists CORPORATION or of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries customers and made, first reduced to practice, devised or corporate affiliates prior to conceived by EMPLOYEE, alone or with others, during the term of this AgreementAgreement and the employment of EMPLOYEE hereunder, whether made, first reduced to practice, devised or conceived during or outside of regular working hours, on or away from the CORPORATION's premises or at the expense of the CORPORATION or of EMPLOYEE or of any other person, are and shall be confidential information and trade secrets (“Confidential Information”) and which are the exclusive property of the CompanyCORPORATION. EMPLOYEE further agrees that he shall promptly and fully disclose and assign to the CORPORATION (or, if the CORPORATION shall otherwise direct EMPLOYEE in writing, as so directed by the CORPORATION) all rights and interests that he has or may have in and to all such programs, lists, records and data. All such matters are and shall be confidential information and trade secrets, which are the exclusive property of the CORPORATION whether or not so disclosed or assigned. EMPLOYEE shall fully cooperate with the CORPORATION and its subsidiaries representatives in preparing, and corporate affiliatesshall execute, acknowledge and deliver as directed by the CORPORATION, such instruments (including, but not limited to, assignments, applications for copyrights, trade names and trademarks) and take such other action as the CORPORATION may deem necessary or appropriate to evidence of effect the provisions of this paragraph. (b) C. All records of records, customer and client lists, programs, data, computer programs and other materials relating to Confidential Informationconfidential information and trade secrets which are the exclusive property of the CORPORATION, whether including, without limitation, material in written form or in a form produced or stored by any electrical or mechanical means or process and process, whether prepared, compiled or obtained by the Executive EMPLOYEE or by the Company CORPORATION or any of its subsidiaries or corporate affiliates prior to or during the term of this AgreementAgreement and the employment of EMPLOYEE hereunder, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may beCORPORATION. (c) D. Except in the regular course of his employment by the CORPORATION hereunder or as the Company CORPORATION may expressly authorize or direct in writing, the Executive EMPLOYEE shall not, during or after the term of this Agreement and of his employment by the Company, hereunder copy, reproduce, disclose or divulge to others, use or permit others to see use any Confidential Information confidential information and trade secrets which are the property of the CORPORATION, or any records of or records, client and customer lists, lead lists, data, computer programs, other materials relating to any such Confidential Informationconfidential information or trade secrets. The Executive EMPLOYEE further covenants and agrees that during the term of this Agreement and his employment by the Company CORPORATION he shall not remove from the custody or and control of the Company or its subsidiaries or corporate affiliates CORPORATION any records of or any lists, data, recorders, computer programs and other materials relating to such Confidential Information confidential information and trade secrets and that upon the termination of this Agreement and of his employment he shall deliver the same to the Company and its subsidiaries and corporate affiliatesCORPORATION.

Confidential Information and Trade Secrets. As consideration for and ------------------------------------------ to induce the employment of the Executive by the Company, the Executive agrees that: (a) Except to the extent such information is generally known to the public or in the industry in which the Company and its subsidiaries and corporate affiliates are engaged all information relating to or used in the business and operations of the Company and its subsidiaries and corporate affiliates (including, without limitation, marketing methods and procedures, customer lists, lists of professionals referring customers to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be confidential information and trade secrets (“"Confidential Information”") and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property of the Company or its subsidiaries or corporate affiliates, as the case may be. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or of its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce All Confidential Information shall be the employment sole property of the Company. Executive will not, during the period of his engagement and for a period ending two years after termination of his engagement for any reason, disclose to any person or entity or use or otherwise exploit for Executive’s own benefit or for the benefit of any other person or entity any Confidential Information which is disclosed to Executive or which becomes known to Executive in the course of his engagement with the Company without the prior written consent of an officer of the Company except as may be necessary and appropriate in the ordinary course of performing his duties to the Company during the period of his engagement with the Company. For purposes of this Section 10, “Confidential Information” shall mean any data or information belonging to the Company, other than Trade Secrets, that is of value to the Company and is not generally known to competitors of the Company or to the public, and is maintained confidential by the Company, including but not limited to non-public information about the Executive agrees that: Company’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 (a) Except including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will be deemed to the extent be Confidential Information unless such information is generally known treated by the Company as confidential and shall not include any data or information of the Company that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made without the authorization of the Company), or in that has been independently developed and disclosed by others, or that otherwise enters the industry in which public domain through lawful means. All Trade Secrets shall be the sole property of the Company. Executive agrees that during his engagement with the Company and after its subsidiaries termination, Executive will keep in confidence and corporate affiliates are engaged all information trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or used in deliver any Trade Secret, to any person or entity outside the business Company without the prior written consent of an officer of the Company. For purposes of this Section 10, “Trade Secrets” shall mean any scientific, technical and operations non-technical data, information, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan or list of actual or potential customers or vendors and suppliers of the Company and its subsidiaries and corporate affiliates (includingor any portion Parallax Health Sciences, without limitationInc.Executive Agreement Xxxxxx Enterprises LLC fso Xxxxx X. StarkPage 7 of 2 or part thereof, marketing methods and procedureswhether or not copyrightable or patentable, customer lists, lists that is of professionals referring customers value to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior is not generally known to or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property competitors of the Company or its subsidiaries to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating to the Company’s products, information concerning proposed new products or corporate affiliatesservices, 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 such term as defined in the Official Code of Nevada Annotated, in each case to the extent that the Company, as the case may becontext requires, derives economic value, 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. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.

Confidential Information and Trade Secrets. As consideration for and to induce All Confidential Information shall be the employment sole property of the Company. Executive will not, during the period of her engagement and for a period ending two years after termination of her engagement for any reason, disclose to any person or entity or use or otherwise exploit for Executive’s own benefit or for the benefit of any other person or entity any Confidential Information which is disclosed to Executive or which becomes known to Executive in the course of her engagement with the Company without the prior written consent of an officer of the Company except as may be necessary and appropriate in the ordinary course of performing her duties to the Company during the period of her engagement with the Company. For purposes of this Section 10, “Confidential Information” shall mean any data or information belonging to the Company, other than Trade Secrets, that is of value to the Company and is not generally known to competitors of the Company or to the public, and is maintained confidential by the Company, including but not limited to non-public information about the Executive agrees that: Company’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 (a) Except including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will be deemed to the extent be Confidential Information unless such information is generally known treated by the Company as confidential and shall not include any data or information of the Company that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made without the authorization of the Company), or in that has been independently developed and disclosed by others, or that otherwise enters the industry in which public domain through lawful means. All Trade Secrets shall be the sole property of the Company. Executive agrees that during her engagement with the Company and after its subsidiaries termination, Executive will keep in confidence and corporate affiliates are engaged all information trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or used in deliver any Trade Secret, to any person or entity outside the business Company without the prior written consent of an officer of the Company. For purposes of this Section 10, “Trade Secrets” shall mean any scientific, technical and operations non- Parallax Health Sciences, Inc.Executive Agreement Xxxxx ChoiPage 6 of 9 technical data, information, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan or list of actual or potential customers or vendors and suppliers of the Company and its subsidiaries and corporate affiliates (includingor any portion or part thereof, without limitationwhether or not copyrightable or patentable, marketing methods and procedures, customer lists, lists that is of professionals referring customers value to the Company and its subsidiaries and corporate affiliates, sources of supplies and materials and business systems and procedures), whether prepared, compiled, developed or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior is not generally known to or during the term of this Agreement, are and shall be confidential information and trade secrets (“Confidential Information”) and the exclusive property of the Company, its subsidiaries and corporate affiliates. (b) All records of and materials relating to Confidential Information, whether in written form or in a form produced or stored by any electrical or mechanical means or process and whether prepared, compiled or obtained by the Executive or by the Company or any of its subsidiaries or corporate affiliates prior to or during the term of this Agreement, are and shall be the exclusive property competitors of the Company or its subsidiaries to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating to the Company’s products, information concerning proposed new products or corporate affiliatesservices, 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 such term as defined in the Official Code of Nevada Annotated, in each case to the extent that the Company, as the case may becontext requires, derives economic value, 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. (c) Except in the regular course of his employment or as the Company may expressly authorize or direct in writing, the Executive shall not, during or after the term of this Agreement and his employment by the Company, copy, reproduce, disclose or divulge to others, use or permit others to see any Confidential Information or any records of or materials relating to any such Confidential Information. The Executive further agrees that during the term of this Agreement and his employment by the Company he shall not remove from the custody or control of the Company or its subsidiaries or corporate affiliates any records of or any materials relating to such Confidential Information and that upon the termination of this Agreement he shall deliver the same to the Company and its subsidiaries and corporate affiliates.