Common use of Confidential Information and Trade Secrets Clause in Contracts

Confidential Information and Trade Secrets. (i) Executive recognizes that Executive’s position with the Company require Considerable responsibility and trust, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) For purposes of this Agreement, a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to competitors of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, including, but not limited to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives of the Company, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information which is (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from the Company or was obtained by Executive in the course of Executive’s employment by the Company), or (ii) required to be disclosed by any applicable law. (iii) Except as required to perform Executive’s duties hereunder, executive will not use or disclose any Trade Secrets or Confidential Information of the Company during employment, at any time after termination of employment and prior to such time as they cease to be Trade Secrets or Confidential Information. (iv) Upon the request of the Company and, in any event, upon the termination of employment hereunder, Executive will surrender to the company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s employment ( including all copies thereof). Executive will also leave with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property of the Company, and Executive hereby assigns to the company all of Executive’s right, title and interesting and to any and all of such information and materials.

Confidential Information and Trade Secrets. (i) Executive recognizes Employee acknowledges that Executive’s position with he has received and will continue to receive access to non-public, confidential and proprietary business information and trade secrets about the Company require Considerable responsibility and trustits Affiliates (“Confidential Information”), and, in reliance on Executive’s loyalty, that this Confidential Information was and will be obtained or developed by the Company may entrust Executive with highly sensitive confidentialat great expense and is zealously guarded by the Company from unauthorized disclosure, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) For purposes that Employee’s possession of this Agreement, a “Trade Secret” Confidential Information is any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known due solely to competitors of Employee’s employment with the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, including, but not limited to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives In recognition of the Companyforegoing, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information which is (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from the Company or was obtained by Executive in the course of Executive’s employment by the Company), or (ii) required to be disclosed by any applicable law. (iii) Except as required to perform Executive’s duties hereunder, executive Employee will not use or disclose any Trade Secrets or Confidential Information of the Company during employment, at any time after during employment or following termination of employment and prior for any reason, disclose, use or make otherwise available to such time as they cease to be Trade Secrets or any third party any Confidential Information. (iv) Upon the request of the Company and, in any event, upon the termination of employment hereunder, Executive will surrender to the company all memoranda, notes, records, plans, manuals or other documents pertaining Information relating to the Company’s or any of its Affiliates’ business, including their products, production methods and development; manufacturing and business methods and techniques; trade secrets, data, specifications, developments, inventions, engineering and research activity; marketing and sales strategies, information and techniques; long and short term plans; current and prospective dealer, customer, vendor, supplier and distributor lists, contacts and information; financial, personnel and information system information; and any other information concerning the business of the Company or Executiveits Affiliates. During the term of Employee’s employment ( including all copies thereof). Executive will also leave with the Company and at all materials involving Trade Secrets or times thereafter, Employee shall take reasonable steps to protect the confidentiality of Confidential Information and shall refrain from any acts or omissions that would reduce the value of Confidential Information to the Company or any of its Affiliates. Employee’s foregoing obligations regarding Confidential Information do not apply to any knowledge or information to the extent that it (i) is now or subsequently becomes generally publicly known or generally known in the industry in which the Company operates in the form in which it was obtained from the Company (or its applicable Affiliate), (ii) is independently made available to Employee in good faith by a third party who has not violated an obligation of confidentiality to the Company or any of its Affiliates, or (iii) is required by law to be disclosed (but only to the extent such disclosure is required). In the latter event, Employee shall disclose to the Company the event and authority requiring disclosure “required by law” at the first opportunity upon learning of the companydisclosure request. All such information and materials, whether or not made or developed by Executive, Nothing contained in the preceding sentence shall be the sole and exclusive property interpreted to legitimize any disclosure of Confidential Information by Employee that occurs outside of any of the Company, events described in items (i) through (iii) above. The parties acknowledge and Executive hereby assigns agree that Employee’s obligations under this Section 7 to maintain the company all confidentiality of Executive’s right, title and interesting and the Confidential Information are in addition to any and all obligations of such information and materialsEmployee under applicable statutory or common law.

Confidential Information and Trade Secrets. (i) Executive recognizes acknowledges that Executive’s position with the Company require Considerable responsibility has trade, business, and trust, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted financial secrets and other confidential and proprietary information Involving Trade Secrets regarding the Company and its business, in whatever form, tangible or intangible (collectively, the “Confidential Information. (ii) For purposes ”), and that, during the term of this Agreement, Executive will receive Confidential Information. Executive acknowledges that the Confidential Information that Executive will receive during the term of this Agreement will be in addition to that which Executive has already received during Executive’s employment with the Company. Executive further acknowledges and agrees that Executive’s use of Confidential Information in the conduct of business on behalf of a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable competitor of the Company would constitute unfair competition with the Company and not generally known to competitors would adversely affect the business goodwill of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, includingInformation includes, but is not limited to, the Company’s business planssales materials, business prospectstechnical information, training manualsprocesses, product development planscompilations of information, bidding and pricing proceduresrecords, market strategiesspecifications, internal performance statistics, financial data, confidential personnel information concerning Executives of the Companycustomers and prospective customers, supplier data, operational or administrative plans, policy manualscustomer and prospective customer lists, and terms and conditions information regarding methods of contracts and agreementsdoing business. The term “Trade Secret” and “As defined herein, Confidential Information” Information shall not apply to include information which is that is: (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from a source other than the Company or was obtained by Executive its affiliates, which source is not under a duty of non-disclosure in the course of Executive’s employment by the Company), regard to such information; or (ii) required becomes generally available to be disclosed the public other than through disclosure by any applicable law. (iii) Except as required to perform Executive’s duties hereunderExecutive in violation of the provisions of this Agreement. For purposes of clarity, executive will not use or disclose any Trade Secrets or the parties understand and agree that Confidential Information also does not include general know-how and/or general processes, systems, and procedures (such as general sales processes and best practices) that Executive has gained or gains by virtue of his experience working for the Company during employmentand/or within the “white-tablecloth restaurant” and/or “fine dining establishment” industries. Executive is aware of those policies implemented by the Company to keep its Confidential Information secret, at any time after termination including those policies limiting the disclosure of employment information on a need-to-know basis and prior to requiring the keeping of information in secure areas. Executive acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know or use such time as they cease to be Trade Secrets or Confidential Information. (iv) Upon the request of the Company and, in any event, upon the termination of employment hereunder, Executive will surrender to the company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s employment ( including all copies thereof). Executive will also leave with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property of the Company, and Executive hereby assigns to the company all of Executive’s right, title and interesting and to any and all of such information and materials.EMPLOYMENT AGREEMENT

Confidential Information and Trade Secrets. (i) Executive recognizes acknowledges that Executive’s position with the Company require Considerable responsibility has trade, business, and trust, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted financial secrets and other confidential and proprietary information Involving Trade Secrets regarding the Company and its business, in whatever form, tangible or intangible (collectively, the “Confidential Information. (ii) For purposes ”), and that, during the term of this Agreement, Executive will receive Confidential Information. Executive acknowledges that the Confidential Information that Executive will receive during the term of this Agreement will be in addition to that which Executive has already received during Executive’s employment with the Company. Executive further acknowledges and agrees that Executive’s use of Confidential Information in the conduct of business on behalf of a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable competitor of the Company would constitute unfair competition with the Company and not generally known to competitors would adversely affect the business goodwill of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, includingInformation includes, but is not limited to, the Company’s business planssales materials, business prospectstechnical information, training manualsprocesses, product development planscompilations of information, bidding and pricing proceduresrecords, market strategiesspecifications, internal performance statistics, financial data, confidential personnel information concerning Executives of the Companycustomers and prospective customers, supplier data, operational or administrative plans, policy manualscustomer and prospective customer lists, and terms and conditions information regarding methods of contracts and agreementsdoing business. The term “Trade Secret” and “As defined herein, Confidential Information” Information shall not apply to include information which is that is: (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from a source other than the Company or was obtained its affiliates, which source is not under a duty of non-disclosure in regard to such information; or (ii) becomes generally available to the public other than through disclosure by Executive in violation of the course provisions of this Agreement. For purposes of clarity, the parties understand and agree that Confidential Information also does not include general know-how and/or general processes, systems, and procedures (such as general sales processes and best practices) that Executive has gained or gains by virtue of his experience working for the Company and/or within the “white-tablecloth restaurant” and/or “fine dining establishment” industries. Executive is aware of those policies implemented by the Company to keep its Confidential Information secret, including those policies limiting the disclosure of information on a need-to-know basis and requiring the keeping of information in secure areas. Executive acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. During and following Executive’s employment by the Company, Executive shall hold in confidence and not directly or indirectly disclose, use (for Executive’s commercial advantage or otherwise), copy, make lists of, or (ii) required make available to be disclosed by others any applicable law. (iii) Except as required to perform Confidential Information except in Executive’s good faith performance of Executive’s duties hereunder, to the Company as an executive will not use or disclose any Trade Secrets or Confidential Information of the Company during employmentor to the extent authorized in writing by the Board or required by law or compelled by legal process. Executive agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice at any time least five (5) days before disclosure or within three (3) business days after termination Executive is informed that such disclosure is being or shall be compelled, whichever is earlier. Such written notice shall include a description of employment and prior to such time as they cease the information to be Trade Secrets disclosed, the court, government agency, or Confidential Information. (iv) Upon other forum through which the request disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the Company andsubpoena, in order, or other process used to compel disclosure. Executive further agrees not to use any eventConfidential Information for the benefit of any person or entity other than the Company, upon the termination of employment hereunderits subsidiaries and affiliates, and any Protected Company. Executive will surrender to the company agrees that all memorandaConfidential Information and other files, notesdocuments, materials, records, plansnotebooks, manuals customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company or other documents pertaining to the business of the Company’s business , in whatever form, tangible or Executive’s employment ( intangible (including all copies thereof). , that Executive will also leave shall prepare, use, or be provided with as a result of Executive’s employment with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by ExecutiveCompany, shall be and remain the sole and exclusive property of the Company, and Executive hereby assigns to the company all . Upon termination of Executive’s rightemployment hereunder, title Executive agrees that all Confidential Information and interesting other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody, or control, whether prepared by Executive or others, shall remain with or be returned to the Company promptly (within 48 hours) after the Date of Termination. Notwithstanding anything herein to the contrary, Executive may disclose to Executive’s spouse and any personal tax or financial advisor the United States Federal income tax treatment and tax structure of the transactions contemplated in this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to Executive relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the United States Federal income tax treatment of the transactions contemplated in this Agreement and does not include information and materialsrelating to the identity of the parties hereto.

Confidential Information and Trade Secrets. (i) Executive recognizes acknowledges that Executive’s position with the Company require Considerable responsibility has trade, business, and trust, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted financial secrets and other confidential and proprietary information Involving Trade Secrets regarding the Company and its business, in whatever form, tangible or intangible (collectively, the “Confidential Information. (ii) For purposes ”), and that, during the term of this Agreement, Executive will receive Confidential Information. Executive acknowledges that the Confidential Information that Executive will receive during the term of this Agreement will be in addition to that which Executive has already received during Executive’s employment with the Company. Executive further acknowledges and agrees that Executive’s use of Confidential Information in the conduct of business on behalf of a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable competitor of the Company would constitute unfair competition with the Company and not generally known to competitors would adversely affect the business goodwill of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, includingInformation includes, but is not limited to, the Company’s business planssales materials, business prospectstechnical information, training manualsprocesses, product development planscompilations of information, bidding and pricing proceduresrecords, market strategiesspecifications, internal performance statistics, financial data, confidential personnel information concerning Executives of the Companycustomers and prospective customers, supplier data, operational or administrative plans, policy manualscustomer and prospective customer lists, and terms and conditions information regarding methods of contracts and agreementsdoing business. The term “Trade Secret” and “As defined herein, Confidential Information” Information shall not apply to include information which is that is: (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from a source other than the Company or was obtained its affiliates, which source is not under a duty of non-disclosure in regard to such information; or (ii) becomes generally available to the public other than through disclosure by Executive in violation of the course provisions of this Agreement. For purposes of clarity, the parties understand and agree that Confidential Information also does not include general know-how and/or general processes, systems, and procedures (such as general sales processes and best practices) that Executive has gained or gains by virtue of his experience working for the Company and/or within the “white-tablecloth restaurant” and/or “fine dining establishment” industries. Executive is aware of those policies implemented by the Company to keep its Confidential Information secret, including those policies limiting the disclosure of information on a need-to-know basis and requiring the keeping of information in secure areas. Executive acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. EMPLOYMENT AGREEMENT During and following Executive’s employment by the Company, Executive shall hold in confidence and not directly or indirectly disclose, use (for Executive’s commercial advantage or otherwise), copy, make lists of, or (ii) required make available to be disclosed by others any applicable law. (iii) Except as required to perform Confidential Information except in Executive’s good faith performance of Executive’s duties hereunder, to the Company as an executive will not use or disclose any Trade Secrets or Confidential Information of the Company during employmentor to the extent authorized in writing by the Board or required by law or compelled by legal process. Executive agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice at any time least five (5) days before disclosure or within three (3) business days after termination Executive is informed that such disclosure is being or shall be compelled, whichever is earlier. Such written notice shall include a description of employment and prior to such time as they cease the information to be Trade Secrets disclosed, the court, government agency, or Confidential Information. (iv) Upon other forum through which the request disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the Company andsubpoena, in order, or other process used to compel disclosure. Executive further agrees not to use any eventConfidential Information for the benefit of any person or entity other than the Company, upon the termination of employment hereunderits subsidiaries and affiliates, and any Protected Company. Executive will surrender to the company agrees that all memorandaConfidential Information and other files, notesdocuments, materials, records, plansnotebooks, manuals customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company or other documents pertaining to the business of the Company’s business , in whatever form, tangible or Executive’s employment ( intangible (including all copies thereof). , that Executive will also leave shall prepare, use, or be provided with as a result of Executive’s employment with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by ExecutiveCompany, shall be and remain the sole and exclusive property of the Company, and Executive hereby assigns to the company all . Upon termination of Executive’s rightemployment hereunder, title Executive agrees that all Confidential Information and interesting other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody, or control, whether prepared by Executive or others, shall remain with or be returned to the Company promptly (within 48 hours) after the Date of Termination. Notwithstanding anything herein to the contrary, Executive may disclose to Executive’s spouse and any personal tax or financial advisor the United States Federal income tax treatment and tax structure of the transactions contemplated in this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to Executive relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the United States Federal income tax treatment of the transactions contemplated in this Agreement and does not include information and materialsrelating to the identity of the parties hereto.

Confidential Information and Trade Secrets. (i) a. All Confidential Information shall be the sole property of the Company. Executive recognizes that will not, during the period of her employment and for a period ending two years after termination of her employment for any reason, disclose to any person or entity or use or otherwise exploit for Executive’s position 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 employment with the Company require Considerable responsibility and trust, and, in reliance on Executive’s loyalty, without the prior written consent of an officer of the Company except as may entrust Executive be necessary and appropriate in the ordinary course of performing her duties to the Company during the period of her employment with highly sensitive confidential, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) the Company. For purposes of this AgreementSection 11.a, a “Confidential Information” shall mean any data or information belonging to the Company, other than Trade Secret” is any scientific or technical informationSecrets, design, process, procedure, formula or improvement that is valuable 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 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 (including any discussions or negotiations with any third parties). “Notwithstanding the foregoing, no information will be deemed to be Confidential Information” Information unless such information is treated by the Company as confidential and shall not include any data or information, other than trade Secrets, information of the Company that is important, competitively sensitive, and not generally know has been voluntarily disclosed to the public by the publicCompany (except where such public disclosure has been made without the Parallax Health Sciences, including, but not limited to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives Inc. Executive Agreement Xxxxx X. Xxxxx authorization of the Company, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information which is (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from the Company or was obtained by Executive in the course of Executive’s employment by the Company), or (ii) required to be that has been independently developed and disclosed by any applicable lawothers, or that otherwise enters the public domain through lawful means. (iii) Except as required to perform Executive’s duties hereunderb. All Trade Secrets shall be the sole property of the Company. Executive agrees that during her employment with the Company and after its termination, executive Executive will keep in confidence and trust and will not use or disclose any Trade Secrets Secret or Confidential Information of anything relating to any Trade Secret, or deliver any Trade Secret, to any person or entity outside the Company during employment, at any time after termination without the prior written consent of employment and prior to such time as they cease to be Trade Secrets or Confidential Information. (iv) Upon the request of the Company and, in any event, upon the termination of employment hereunder, Executive will surrender to the company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s employment ( including all copies thereof). Executive will also leave with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property an officer of the Company, and Executive hereby assigns to the company all . For purposes of Executive’s right, title and interesting and to any and all of such information and materials.this

Confidential Information and Trade Secrets. (i) Executive recognizes acknowledges that confidential, proprietary and trade secret information and materials regarding the Company and its customers may be disclosed to Executive solely for the purpose of assisting Executive in performing Executive’s position with duties under this Agreement. Such information and materials are and remain the property of the Company require Considerable responsibility and trust, and, its customers respectively. As used in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) For purposes of this Agreement, a “Confidential Information” shall include without limitation all information belonging to the Company or its customers relating to their respective services and products, customers, identities of prospective customer and information such customers that is not generally known or available to the public, business plans, methods, strategies and practices, internal operations, pricing and billing, financial data, cost, personnel information (including without limitation names, educational background, prior experience and availability), customer and supplier contacts and needs, sales lists, technology, software, computer programs, other documentation, computer systems, inventions, developments, and all other information that might reasonably be deemed confidential. Confidential Information does not include information that is in the public domain through no wrongful act on the part of Executive. “Trade SecretSecrets” is means the whole or any portion of any scientific or technical information, design, process, procedure, formula formula, improvement, confidential business or improvement financial information, listing of names, addresses, or telephone numbers, other information relating to any business or profession that is valuable secret and of value, or any other information that qualifies as a trade secret under applicable law. Executive acknowledges that Executive may use such Confidential Information only during Executive’s employment with the Company and solely on behalf of and in or not generally known opposed to competitors the best interests of the Company. “Executive’s right to use such information expires on termination of Executive’s employment hereunder. Except as specifically authorized in writing in advance by all owners of information and materials, Executive agrees not to use Trade Secrets and Confidential Information” is Information for Executive’s own benefit or for the benefit of any data other person, or information, divulge to any person for any reason other than trade Secrets, that is important, competitively sensitive, and not generally know by in the public, including, but not limited to, conduct of the Company’s business, any such information and materials related to the business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives of the Company, supplier data, operational or administrative plans, policy manuals, and terms and conditions any of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information which is (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from the Company or was obtained by Executive in the course of Executive’s employment by the Company)its customers, or (ii) required to be disclosed by their customers, customers and affiliates, both at any applicable law. (iii) Except as required to perform Executive’s duties hereunder, executive will not use or disclose any Trade Secrets or Confidential Information time during the term of the Company during employment, this Agreement and at any time after termination of employment and prior its termination. Executive agrees to such time as they cease to be Trade Secrets or Confidential Information. (iv) Upon the request of take all reasonable actions, including those requested by the Company andor a Company customer, in any event, upon to prevent disclosure and preserve the termination security of employment hereunder, Executive will surrender to the company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s employment ( including all copies thereof). Executive will also leave with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property of the Company, and Executive hereby assigns to the company all of Executive’s right, title and interesting and to any and all of such confidential information and materials.

Confidential Information and Trade Secrets. (i) Executive recognizes that During and as a consequence of Executive’s position employment with the Company, the Parties acknowledge that the Company require Considerable responsibility and trust, and, has disclosed to Executive for use in reliance on Executive’s loyaltyemployment, and that Executive has been provided access to and otherwise made use of, acquired, created, or added to certain valuable, confidential, proprietary, and/or secret information relating to the business of the Company may entrust Executive with highly sensitive confidential(whether tangible or intangible, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) For purposes of this Agreement, a “Trade Secret” is any scientific whether or technical information, design, process, procedure, formula not electronically kept or improvement that is valuable and not generally known to competitors of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the publicstored), including, but not limited to, customer reports and information, designs, drawings, methods, systems, techniques, strategies, software, manuals, business and facility plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts and requirements, contracts, sources and identity of vendors and contractors, non-public financial information and projections of customers and of 5 the Company, price lists, personnel data, and other proprietary documents, materials, or information relating to the Company, its businesses, development, acquisition or investment prospects, services, and activities, or the manner in which the Company does business, all of which is valuable to the Company in conducting its business because the information is to be kept confidential and is not generally known to the Company’s business planscompetitors or to the general public (“Confidential Information”). Confidential Information shall also include confidential information of third parties, business prospectsclients, training manualsor prospective clients that has been provided to the Company and/or to Executive in conjunction with Executive’s employment, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel which information concerning Executives of the Company is obligated to treat as confidential. Confidential Information does not include information once it is voluntarily disclosed to the public by the Company, supplier dataexcept where such public disclosure has been made by Executive without authorization from the Company, operational or administrative planswhich has been independently developed and disclosed by others, policy manualsor which has otherwise entered the public domain through lawful means. Executive acknowledges that all Confidential Information is the valuable, unique, and terms and conditions of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information which is (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from the Company or was obtained by Executive in the course of Executive’s employment by the Company), or (ii) required to be disclosed by any applicable law. (iii) Except as required to perform Executive’s duties hereunder, executive will not use or disclose any Trade Secrets or Confidential Information special asset of the Company during employmentand that the Company owns the sole and exclusive right, at any time after termination of employment title, and prior interest in and to such time as they cease to be Trade Secrets or Confidential Information. (ivi) Upon To the request of extent that the Company and, in any event, upon the termination of employment hereunder, Executive will surrender Confidential Information rises to the company all memorandalevel of a trade secret under applicable law, notesthen Executive shall, recordsfor as long as the Confidential Information remains a trade secret (or for the maximum period of time otherwise allowed under applicable law), plansprotect and maintain the confidentiality of these trade secrets and refrain from disclosing, manuals copying, or other documents pertaining to using the trade secrets without the Company’s business prior written consent, (ii) To the extent that the Confidential Information defined above does not rise to the level of a trade secret under applicable law, Executive shall, for so long as the Confidential Information remains confidential, 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 for the Company’s benefit in Executive’s employment ( including all copies thereof). Executive will also leave with providing assistance to the Company all materials involving Trade Secrets pursuant to Section 2 or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property of the Company, and Executive hereby assigns to the company all of Executive’s right, title and interesting and to any and all of such information and materials7(f) hereof.

Confidential Information and Trade Secrets. (ia) The Executive recognizes acknowledges that Executive’s position through her employment with the Company require Considerable responsibility and trustwith Home Depot U.S.A., and, in reliance on Executive’s loyalty, Inc. (referred to collectively as the Company may entrust Executive with highly sensitive confidential, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) For "Company" for purposes of this AgreementParagraph 3) she has acquired and had access to the Company's Confidential Information. Executive further acknowledges that she has not published, disclosed or used any of the Company's Confidential Information except in accordance with her duties for the Company. The Executive agrees that, for a “Trade Secret” is period of three years after the Termination Date, she will hold in confidence all Confidential Information of the Company and will not disclose, publish or make use of such Confidential Information, unless compelled by law and then only after Notice to the Executive Vice President, Human Resources of the Company. Executive further agrees to return all documents, disks, or any scientific other item or technical source containing Confidential Information, or any other Company property, to the Company on or before the Termination Date. If the Executive has any question regarding what data or information would be considered by the Company to be Confidential Information, the Executive agrees to contact the Executive Vice President, Human Resources for written clarification. "Confidential Information" shall include any data or information, designother than trade secrets, process, procedure, formula or improvement that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the confidential information is in printed, written, or electronic form, retained in the Executive's memory, or has been compiled or created by the Executive. 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 foregoing. (b) The Executive also acknowledges that through her employment with the Company she has acquired and had access to the Company's Trade Secrets. “Confidential Information” is The Executive further acknowledges that the Company has made reasonable efforts under the circumstances to maintain the secrecy of its Trade Secrets. Executive agrees to hold in confidence all Trade Secrets of the Company that came into her knowledge during employment by the Company and shall not disclose, publish, or make use of at any data or time such Trade Secrets for so long as the information remains a Trade Secret. "Trade Secret" means information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the publicwithout regard to form, including, but not limited to, the Company’s business plansany technical or non-technical data, business prospectsformula, training manualspattern, product development planscompilation, bidding and pricing proceduresprogram, market strategiesdevice, internal performance statisticsmethod, technique, drawing, process, financial data, confidential personnel information concerning Executives of the Company, supplier data, operational or administrative financial plans, policy manualsstrategic plans, and terms and conditions product plans, or list of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information actual or potential customers or suppliers which is not commonly known by or available to the public and which information: (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plansderives economic value, obtained actual or potential, from not being generally known to, and not being readily ascertainable by Executive proper means by, other persons who can derive economic value from the Company its disclosure or was obtained by Executive in the course of Executive’s employment by the Company), or use and (ii) required is the subject of efforts that are reasonable under the circumstances to be disclosed by any applicable lawmaintain its secrecy. (iii) Except as required to perform Executive’s duties hereunder, executive will not use or disclose any Trade Secrets or Confidential Information of the Company during employment, at any time after termination of employment and prior to such time as they cease to be Trade Secrets or Confidential Information. (iv) Upon the request of the Company and, in any event, upon the termination of employment hereunder, Executive will surrender to the company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s employment ( including all copies thereof). Executive will also leave with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property of the Company, and Executive hereby assigns to the company all of Executive’s right, title and interesting and to any and all of such information and materials.

Confidential Information and Trade Secrets. (i) Executive 3.1 Employee recognizes that Executive’s Employee's position with the Company require Considerable Bank requires considerable responsibility and trust, and, in reliance on Executive’s Employee's loyalty, the Company Bank may entrust Executive Employee with highly sensitive confidential, restricted and proprietary information Involving involving Trade Secrets and Confidential Information. (ii) 3.2 For purposes of this Agreement, a “"Trade Secret” " is any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to competitors of the CompanyBank. “"Confidential Information” " is any data or information, other than trade Trade Secrets, that is important, competitively sensitive, and not generally know known by the public, including, but not limited to, the Company’s Bank's business plans, business prospectsplan, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives employees of the CompanyBank, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term “terms "Trade Secret” " and “"Confidential Information” " shall not apply to information which is (i) already in Executive’s possession made available to the general public without restriction by Bank, (unless such information was used in connection with formulating the Company’s business plans, ii) obtained from a third party by Executive from the Company or was obtained by Executive Employee in the ordinary course of Executive’s Employee's employment by the Company)Bank, or (iiiii) required to be disclosed by any applicable lawEmployee pursuant to subpoena or other lawful process, provided that Employee notifies Bank in a timely manner to allow Bank to appear to protect its interests. (iii) 3.3 Except as required to perform Executive’s Employee's duties hereunder, executive Employee will not use or disclose any Trade Secrets or Confidential Information of the Company Bank during employment, or at any time after termination of employment and prior to such time as they cease to be Trade Secrets or Confidential InformationInformation through no act of Employee in violation of this Agreement. (iv) 3.4 Upon the request of the Company Bank and, in any event, upon the termination of employment hereunder, Executive Employee will surrender to the company Bank all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s Bank's business or Executive’s Employee's employment ( (including all copies thereof). Executive Employee will also leave with the Company Bank all materials involving any Trade Secrets or Confidential Information of the companyBank. All such information and materials, whether or not made or developed by ExecutiveEmployee, shall be the sole and exclusive property of the CompanyBank, and Executive Employee hereby assigns to the company Bank all of Executive’s Employee's right, title and interesting interest in and to any and all of such information and materials.

Confidential Information and Trade Secrets. (i) Executive recognizes acknowledges that Executive’s position with the Company require Considerable responsibility has trade, business, and trust, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted financial secrets and other confidential and proprietary information Involving Trade Secrets regarding the Company and its business, in whatever form, tangible or intangible (collectively, the “Confidential Information. (ii) For purposes ”), and that, during the term of this Agreement, Executive will receive Confidential Information. Executive acknowledges that the Confidential Information that Executive will receive during the term of this Agreement will be in addition to that which Executive has already received during Executive’s employment with the Company. Executive further acknowledges and agrees that Executive’s use of Confidential Information in the conduct of business on behalf of a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable competitor of the Company would constitute unfair competition with the Company and not generally known to competitors would adversely affect the business goodwill of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, includingInformation includes, but is not limited to, the Company’s business planssales materials, business prospectstechnical information, training manualsprocesses, product development planscompilations of information, bidding and pricing proceduresrecords, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives of the Company, supplier data, operational or administrative plans, policy manualsspecifications, and terms and conditions information regarding methods of contracts and agreementsdoing business. The term “Trade Secret” and “As defined herein, Confidential Information” Information shall not apply to include information which is that is: (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from a source other than the Company or was obtained its affiliates, which source is not under a duty of non-disclosure in regard to such information; or (ii) becomes generally available to the public other than through disclosure by Executive in violation of the course provisions of this Agreement. For purposes of clarity, the parties understand and agree that Confidential Information also does not include general know-how and/or general processes, systems, and procedures (such as general sales processes and best practices) that Executive has gained or gains by virtue of his experience working for the Company and/or within the “white-tablecloth restaurant” and/or “fine dining establishment” industries. Executive is aware of those policies implemented by the Company to keep its Confidential Information secret, including those policies limiting the disclosure of information on a need-to-know basis and requiring the keeping of information in secure areas. Executive acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. During and following Executive’s employment by the Company, Executive shall hold in confidence and not directly or indirectly disclose, use (for Executive’s commercial advantage or otherwise), copy, make lists of, or (ii) required make available to be disclosed by others any applicable law. (iii) Except as required to perform Confidential Information except in Executive’s good faith performance of Executive’s duties hereunder, to the Company as an executive will not use or disclose any Trade Secrets or Confidential Information of the Company during employmentor to the extent authorized in writing by the Board or required by law or compelled by legal process. Executive agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure of any Confidential Information, at any time after termination in such a manner so as to promptly provide the Company with written notice that such disclosure is being or shall be compelled, whichever is earlier. Such written notice shall include a description of employment and prior to such time as they cease the information to be Trade Secrets disclosed, the court, government agency, or Confidential Information. (iv) Upon other forum through which the request disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the Company andsubpoena, in order, or other process used to compel disclosure. Executive further agrees not to use any eventConfidential Information for the benefit of any person or entity other than the Company, upon the termination of employment hereunderits subsidiaries and affiliates. Executive agrees that all Confidential Information and other files, Executive will surrender to the company all memorandadocuments, notesmaterials, records, plansnotebooks, manuals customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company or other documents pertaining to the business of the Company’s business , in whatever form, tangible or Executive’s employment ( intangible (including all copies thereof). , that Executive will also leave shall prepare, use, or be provided with as a result of Executive’s employment with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by ExecutiveCompany, shall be and remain the sole and exclusive property of the Company, and Executive hereby assigns to the company all . Upon termination of Executive’s rightemployment hereunder, title Executive agrees that all Confidential Information and interesting other files, documents, materials, records, notebooks, business proposals, contracts, agreements, and other repositories containing Confidential Information (including all copies thereof) in Executive’s possession, custody, or control, whether prepared by Executive or others, shall remain with or be returned to the Company promptly after the Date of Termination. Anything to the contrary notwithstanding, nothing in this Section 7 shall prevent Executive from retaining a home computer, papers and other materials of a personal nature, including diaries, calendars and Rolodexes, information relating to his compensation or relating to reimbursement of expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment. Notwithstanding anything herein to the contrary, Executive may disclose to Executive’s spouse and any personal tax or financial advisor the United States Federal income tax treatment and tax structure of the transactions contemplated in this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to Executive relating to such tax treatment and tax structure. In addition, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided, that, in each case such communications and all disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance is Executive authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of such information and materialsthe Company’s General Counsel.

Confidential Information and Trade Secrets. (ia) Executive recognizes that Executive’s position with is employed by the Company require Considerable responsibility and trustin a confidential relationship where Executive, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted and proprietary information Involving Trade Secrets and Confidential Information. (ii) For purposes of this Agreement, a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to competitors of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, including, but not limited to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives of the Company, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term “Trade Secret” and “Confidential Information” shall not apply to information which is (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from the Company or was obtained by Executive in the course of Executive’s employment by with the Company, has become or will become familiar with and aware of information that was established and maintained at great expense to the Company; this information is Confidential Information and a Trade Secret (as defined in Section 17) and constitutes valuable goodwill of the Company. The protection of the Company’s Confidential Information and Trade Secrets is of critical importance to the Company. The Company engages in the business of providing chiropractic care and services (the “Business”). The Company’s involvement in its Business has required and continues to require the expenditure of substantial amounts of money, or (ii) required relying on critical customer and vendor relationships, and the use of skills developed over a long period of time for research, marketing, and sales as it relates to be disclosed by any applicable lawthe provision and creation of the Business. As a result of these investments, the Company has developed and will continue to develop certain valuable Trade Secrets and Confidential Information that are particular, proprietary, and unique to the Company’s Business and the disclosure of which would cause the Company great and irreparable harm. Executive therefore acknowledges and agrees that it is fair and reasonable for the Company to take steps to protect itself from the risk of such disclosure, use, and/or misappropriation. (iiib) Except During Executive’s employment and thereafter, Executive shall not, without the prior written consent of the Company, unless otherwise required by law or legal process, use, communicate, or divulge Confidential Information other than as required necessary to perform Executive’s duties hereunderfor the Company. (c) Except as necessary to perform Executive’s duties for the Company, executive during Executive’s employment and thereafter, Executive will not use not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity and will not, directly or indirectly, make use of any Trade Secrets without the express written consent of the Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information of by this Agreement is not intended by the Company during employmentparties to limit, at any time after termination of employment and prior to such time as they cease is intended to be Trade Secrets in addition to, any protection provided to any such information under any applicable federal, state, or Confidential Informationlocal law. (ivd) Upon Pursuant to the request Defend Trade Secrets Act of the Company and, in any event, upon the termination of employment hereunder2016, Executive will surrender understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is: (a) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; (b) solely for the purpose of reporting or investigating a suspected violation of law; or (c) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the company all memorandaattorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, notes, records, plans, manuals or other documents pertaining except pursuant to the Company’s business or Executive’s employment ( including all copies thereof). Executive will also leave with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by Executive, shall be the sole and exclusive property of the Company, and Executive hereby assigns to the company all of Executive’s right, title and interesting and to any and all of such information and materialscourt order.

Confidential Information and Trade Secrets. (i) Executive recognizes You recognize that Executive’s your position with the Company require Considerable has required considerable responsibility and trust, and, in reliance on Executive’s your loyalty, the Company may entrust Executive has entrusted you with highly sensitive confidential, restricted and proprietary information Involving involving Trade Secrets and Confidential Information. (ii) For purposes of this Agreement, a . “Trade Secret” is shall be defined as any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to competitors of the Company. “Confidential Information” is any data or information, other than trade Trade Secrets, that is important, competitively sensitive, and not generally know known by the public, including, but not limited to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives employees of the Company, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term terms “Trade SecretSecrets” and “Confidential Information” shall not apply to information which is (i) already in Executive’s your possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive you from the Company or was obtained by Executive you in the course of Executive’s your employment by the Company), or (ii) required to be disclosed by any applicable law. (iii) . Except as may be required to perform Executive’s duties hereunderby law or legal process or an order of a court of competent jurisdiction, executive you will not use or disclose any Trade Secrets or Confidential Information of the Company during employment, at any time after termination of employment and prior to such time as they cease to be Trade Secrets or Confidential Information. (iv) Information through no act of yours in violation of this Section B(3). Upon the request of the Company and, in any event, upon the termination of employment hereunderemployment, Executive you will surrender to the company Company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s your employment ( (including all copies thereof). Executive You will also leave with the Company all materials involving Trade Secrets or Confidential Information of the companyCompany. All such information and materials, whether or not made or developed by Executiveyou, shall be the sole and exclusive property of the Company, and Executive you hereby assigns assign to the company Company all of Executive’s your right, title and interesting interest in and to any and all of such information and materials. The Company will not, and will cause all of the officers and directors of Humana not to, disparage you or your performance, or otherwise take any action which could reasonably be expected to adversely affect your personal or professional reputation. You will not disparage the Company or any of its executive officers, directors, agents or employees, or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of the Company or any of its directors, officers, agents or employees. Further, and consistent with the foregoing, as of the Transition Date, you will not hold yourself out as a source or an expert with respect to the Company’s financial performance or financial or strategic prospects and you will not comment on the same, unless any such comment shall be approved in advance in writing by the Chief Executive Officer of Humana. Nothing in this Agreement, however, shall prevent you from responding accurately to any question, inquiry or request for information when required by legal or administrative process.

Confidential Information and Trade Secrets. (i) Executive recognizes You recognize that Executive’s your position with the Company require Considerable has required considerable responsibility and trust, and, in reliance on Executive’s your loyalty, the Company may entrust Executive has entrusted you with highly sensitive confidential, restricted and proprietary information Involving involving Trade Secrets and Confidential Information. (ii) For purposes of this Agreement, a . “Trade Secret” is shall be defined as any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to competitors of the Company. “Confidential Information” is any data or information, other than trade Trade Secrets, that is important, competitively sensitive, and not generally know known by the public, including, but not limited to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and pricing procedures, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives employees of the Company, supplier data, operational or administrative plans, policy manuals, and terms and conditions of contracts and agreements. The term terms “Trade SecretSecrets” and “Confidential Information” shall not apply to information which is (i) already in Executive’s your possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive you from the Company or was obtained by Executive you in the course of Executive’s your employment by the Company), or (ii) required to be disclosed by any applicable law. (iii) . Except as may be required to perform Executive’s duties hereunderby law or legal process or an order of a court of competent jurisdiction, executive you will not use or disclose any Trade Secrets or Confidential Information of the Company during employment, at any time after termination of employment and prior to such time as they cease to be Trade Secrets or Confidential Information. (iv) Information through no act of yours in violation of this Section B(3). Upon the request of the Company and, in any event, upon the termination of employment hereunderemployment, Executive you will surrender to the company Company all memoranda, notes, records, plans, manuals or other documents pertaining to the Company’s business or Executive’s your employment ( (including all copies thereof). Executive You will also leave with the Company all materials involving Trade Secrets or Confidential Information of the companyCompany. All such information and materials, whether or not made or developed by Executiveyou, shall be the sole and exclusive property of the Company, and Executive you hereby assigns assign to the company Company all of Executive’s your right, title and interesting interest in and to any and all of such information and materials. The Company will not, and will cause the Chief Executive Officer and the other officers and directors of Humana not to, disparage you or your performance, or otherwise take any action which could reasonably be expected to adversely affect your personal or professional reputation. You will not disparage the Company or any of its executive officers, directors, agents or employees, or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of the Company or any of its directors, officers, agents or employees. Further, and consistent with the foregoing, as of the Transition Date, including for the duration of the Severance Period (as defined in the Humana Inc. Executive Severance Policy), you will not hold yourself out as a source or an expert with respect to the Company’s financial performance or financial or strategic prospects and you will not comment on the same, unless any such comment shall be approved in advance in writing by the Chief Executive Officer of Humana. Nothing in this Agreement, however, shall prevent you from responding accurately to any question, inquiry or request for information when required by legal or administrative process.

Confidential Information and Trade Secrets. (i) Executive recognizes acknowledges that Executive’s position with the Company require Considerable responsibility has trade, business, and trust, and, in reliance on Executive’s loyalty, the Company may entrust Executive with highly sensitive confidential, restricted financial secrets and other confidential and proprietary information Involving Trade Secrets regarding the Company and its business, in whatever form, tangible or intangible (collectively, the “Confidential Information. (ii) For purposes ”), and that, during the term of this Agreement, Executive will receive Confidential Information Executive acknowledges that the Confidential Information that Executive will receive during the term of this Agreement will be in addition to that which Executive has already received during Executive’s employment with the Company. Executive further acknowledges and agrees that Executive’s use of Confidential Information in the conduct of business on behalf of a “Trade Secret” is any scientific or technical information, design, process, procedure, formula or improvement that is valuable competitor of the Company would constitute unfair competition with the Company and not generally known to competitors would adversely affect the business goodwill of the Company. “Confidential Information” is any data or information, other than trade Secrets, that is important, competitively sensitive, and not generally know by the public, includingInformation includes, but is not limited to, the Company’s business planssales materials, business prospectstechnical information, training manualsprocesses, product development planscompilations of information, bidding records, specifications, information, concerning customers and pricing proceduresprospective customers, market strategies, internal performance statistics, financial data, confidential personnel information concerning Executives of the Company, supplier data, operational or administrative plans, policy manualscustomer and prospective customer lists, and terms and conditions information regarding methods of contracts and agreementsdoing business. The term “Trade Secret” and “As defined herein, Confidential Information” Information shall not apply to include information which is that is: (i) already in Executive’s possession (unless such information was used in connection with formulating the Company’s business plans, obtained by Executive from a source other than the Company or was obtained its affiliates, which source is not under a duty of non-disclosure in regard to such information; or (ii) becomes generally available to the public other than through disclosure by Executive in violation of the course provisions of this Agreement. For purposes of clarity, the parties understand and agree that Confidential Information also does not include general know-how and/or general processes, systems, and procedures (such as general sales processes and best practices) that Executive has gained or gains by virtue of his experience working for the Company and/or within the “white-tablecloth restaurant” and/or “fine dining establishment” industries. Executive is aware of those policies implemented by the Company to keep its Confidential Information secret, including those policies limiting the disclosure of information on a need-to-know basis and requiring the keeping of information in secure areas. Executive acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. During and following Executive’s employment by the Company, Executive shall hold in confidence and not directly or indirectly disclose, use (for Executive’s commercial advantage or otherwise), copy, make lists of, or (ii) required make available to be disclosed by others any applicable law. (iii) Except as required to perform Confidential Information except in Executive’s good faith performance of Executive’s duties hereunder, to the Company as an executive will not use or disclose any Trade Secrets or Confidential Information of the Company during employmentor to the extent authorized in writing by the Board or required by law or compelled by legal process. Executive agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice at any time least five (5) days before disclosure or within three (3) business days after termination Executive is informed that such disclosure is being or shall be compelled, whichever is earlier. Such written notice shall include a description of employment and prior to such time as they cease the information to be Trade Secrets disclosed, the court, government agency, or Confidential Information. (iv) Upon other forum through which the request disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the Company andsubpoena, in order, or other process used to compel disclosure. Executive further agrees not to use any eventconfidential Information for the benefit of any person or entity other than the Company, upon the termination of employment hereunderits subsidiaries and affiliates, and any Protected Company. Executive will surrender to the company agrees that all memorandaConfidential Information and other files, notesdocuments, materials, records, plansnotebooks, manuals customer lists, business proposals, contracts agreements, and other repositories containing information concerning the Company or other documents pertaining to the business of the Company’s business , in whatever form, tangible or Executive’s employment ( intangible (including all copies thereof). , that Executive will also leave shall prepare, use, or be provided with as a result of Executive’s employment with the Company all materials involving Trade Secrets or Confidential Information of the company. All such information and materials, whether or not made or developed by ExecutiveCompany, shall be and remain the sole and exclusive property of the Company, and Executive hereby assigns to the company all . Upon termination of Executive’s rightemployment hereunder, title Executive agrees that all Confidential Information and interesting other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements, and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody, or control, whether prepared by Executive or others, shall remain with or be returned to the Company promptly (within 48 hours) after the Date of Termination. Notwithstanding anything herein to the contrary, Executive may disclose to Executive’s spouse and any personal tax or financial advisor the United States Federal income tax treatment and tax structure of the transactions contemplated in this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to Executive relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the United States Federal income tax treatment of the transactions contemplated in this Agreement and does not include information and materialsrelating to the identity of the parties hereto.