Common use of Confidential Information Clause in Contracts

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive hereunder are special, unique, and extraordinary and that, by reason may learn of such employment Confidential Information during the course of Executive’s employment. Executive will comply with the Company, policies and procedures of the Executive may acquire Company and its Affiliates for protecting Confidential Information concerning and shall not disclose to any Person or use, other than as required by applicable law or for the operation proper performance of the Company, the use or disclosure of which would cause Executive’s duties and responsibilities to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyits Affiliates, the any Confidential Information obtained by Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the incident to Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment other association with the Company or (ii) disclose any such Confidential Information of its Affiliates. Executive understands that this restriction shall continue to any Person except (A) in the performance apply after Executive’s employment terminates, regardless of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that reason for such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytermination. (b) The Executive confirms that all Confidential Information is All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the CompanyCompany and its Affiliates. All business records, papers Executive shall safeguard all Documents and documents kept or made by the Executive while employed by the Company relating shall surrender to the business of the Company shall be and remain the property of the Company at all times. Upon the request of time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any timetime with or without notice. (c) Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with the SEC or otherwise participate in any investigation or proceeding that may be conducted by the SEC, the Executive shall promptly deliver including providing documents or other information, without notice to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the . This Agreement does not limit Executive’s possession while employed by right to receive an award for information provided to the SEC. This Section 6(c) applies only for the period of time that the Company concerning is subject to the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyXxxx-Xxxxx Act.

Confidential Information. (a) The Executive recognizes that In the services to be performed by course of involvement in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the CompanyFirm’s activities or otherwise, the Executive has obtained or may acquire Confidential Information obtain confidential information concerning the operation Firm’s businesses, strategies, operations, financial affairs, organizational and personnel matters (including information regarding any aspect of the CompanyExecutive’s tenure as a managing director, member, partner or employee of the use Firm or disclosure of which would cause the Company substantial loss termination of such position, partnership or employment), policies, procedures and damages which could other non-public matters, or concerning those of third parties. The Executive shall not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, time (whether during or after the Executive’s employment hereunder, (iwith the Firm) knowingly disclose or use for an improper personal the Executive’s own benefit or purposes or the benefit or purposes of any Confidential Information other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Firm, any trade secrets, information, data, or other confidential or proprietary information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, plans, or the business and affairs of the Firm, provided that the foregoing shall not apply to information which is not unique to the Firm or which is generally known to the industry or the public other than as a result of the Executive’s breach of this covenant or as required pursuant to an order of a court, governmental agency or other authorized tribunal. The Executive may learn or has learned by reason agrees that upon termination of the Executive’s employment with the Company or (ii) disclose Firm for any such Confidential Information to any Person except (A) reason, the Executive or, in the performance event of the Executive’s obligations to the Company hereunderdeath, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute heirs or litigation (pending or threatened) between estate at the Executive and the Company or (E) with the prior written consent request of the Board of Directors. As used hereinFirm, “Confidential Information” includes information with respect shall return to the operation and performance of the CompanyFirm immediately all memoranda, its investmentsbooks, portfolio companiespapers, productsplans, servicesinformation, facilities, product methods, research and development, trade secrets letters and other intellectual propertydata, systemsand all copies thereof or therefrom, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include in any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company way relating to the business of the Company shall be Firm, except that the Executive (or the Executive’s heirs or estate) may retain personal notes, notebooks and remain the property of the Company at all timesdiaries. Upon the request of the Company at any time, The Executive further agrees that the Executive shall promptly deliver to the Company, and shall not retain no copies of, any written materials, records and documents made by the Executive or coming into use for the Executive’s possession while employed by account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the Company concerning the business or affairs businesses of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairsFirm. Notwithstanding Without limiting the foregoing, the Executive shall be permitted to retain copies existence of, or have access toand any information concerning, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyFirm shall be subject to the terms of this Section 4, except that the Executive may disclose information concerning such dispute to the arbitrator or court that is considering such dispute, and to the Executive’s legal counsel, spouse or domestic partner, and tax and financial advisors (provided that such persons agree not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

Confidential Information. (a) The Executive recognizes For purposes of this Agreement, the term “confidential information” means all information that is not generally known and which I obtained from the services to be performed by Company, or learn, discover, develop, conceive or create during the Executive hereunder are special, unique, and extraordinary and that, by reason term of such my employment with the Company, and which relates directly to the Executive may acquire Confidential Information concerning the operation business or to assets of the Company. Confidential information includes, the use or disclosure of which would cause the Company substantial loss but is not limited to: inventions, discoveries, know-how, ideas, computer programs, designs, algorithms, processes and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilitiesstructures, product methodsinformation, research and developmentdevelopment information, trade secrets lists of clients and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer listsinformation related thereto, financial data and information, business plansplans and processes, prospects or opportunities (including, as applicable, all and any other information of the foregoing Company that the Company informs me, or which I should know by virtue of my position or the circumstances in which I learned it, is to be kept confidential. Confidential information regarding also includes information obtained by the Company’s pastCompany in confidence from its vendors or its clients. Confidential information may or may not be labeled as “confidential”. If I am unsure as to whether information is “confidential”, current and prospective portfolio companies); provided, however, that such term, shall I will ask my manager for assistance. Confidential information does not include any information that (x) is or becomes has been made generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is public. It also does not prohibited from disclosing such information to the Executive include any general technical skills or general experience gained by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of me during my employment with the Company. All I understand that the Company has no objection to my using these skills and experience in any new business records, papers venture or employment following the cessation of my employment with the Company. I recognize and documents kept or made by acknowledge that in the Executive while employed by course of my employment with the Company I may obtain knowledge of confidential and proprietary information of a special and unique nature and value and I may become familiar with trade secrets of the Company relating to the business conduct and details of the Company shall be and remain the property of the Company at all timesCompany’s business. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while While I am employed by the Company concerning and for a period of three years following the cessation of my employment I agree: A. to keep confidential and hold in secrecy and not disclose, divulge, publish, reveal or otherwise make known, directly or indirectly, or suffer or permit to be disclosed, divulged, published, revealed or otherwise made known to any person whatsoever, or used (except for the benefit and proper purposes of the Company), and shall faithfully do all in my power to assist the Company in holding in secrecy all of the Company’s confidential information as defined above. B. to keep confidential and hold in secrecy and not disclose, divulge, publish, reveal or otherwise make known, directly or indirectly, or suffer or permit to be disclosed, divulged, published, revealed or otherwise made known to any person whatsoever, or used (except for the benefit and proper purposes of the Company) any and all secrets or confidential information related to the Company’s activities or affairs which I now know or which are hereafter disclosed or made known to me or otherwise learned or acquired by me, including information respecting the business affairs, prospects, operations or affairs strategic plans respecting the Company, which knowledge I gain in my capacity as an employee of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive which knowledge is not containing proprietary information relating to such business publicly available or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companydisclosed.

Confidential Information. (a) The Executive recognizes acknowledges that the services Company has trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information”) which shall be provided to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company. Confidential information includes, its investmentsbut is not limited to, portfolio companiessales materials, productstechnical information, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial strategic information, business plans, prospects processes and compilations of information, records, specifications and information concerning customers or opportunities (includingvenders, as applicablecustomer lists, all of the foregoing and information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result methods of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companydoing business. (b) The Executive confirms 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, requiring the labeling of documents as “confidential,” and requiring the keeping of information in secure areas. The 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. The Executive acknowledges that all such Confidential Information is the sole and exclusive property of the Company. All business records. (c) During, papers and documents kept or made all times following, the Executive’s employment by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timeCompany, the Executive shall promptly deliver hold in confidence and not directly or indirectly disclose or use or copy or make lists of any Confidential Information: except (i) to the extent authorized in writing by the Board; (ii) where such information is, at the time of disclosure by the Executive, generally available to the public other than as a result of any direct or indirect act or omission of the Executive in breach of this Agreement; or (iii) where the Executive is compelled by legal process, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an employee of the Company. The 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 least five (5) days before disclosure or within one (1) business day after the Executive is informed that such disclosure is being or will be compelled, whichever is earlier. Such written notice shall include a description of the information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the information is to be disclosed, and shall retain no copies ofcontain a copy of the subpoena, order or other process used to compel disclosure. (d) The Executive will take all necessary precautions to prevent disclosure to any unauthorized individual or entity. The Executive further agrees not to use, whether directly or indirectly, any written materialsConfidential Information for the benefit of any person, records and documents made by the Executive business, corporation, partnership, or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company any other entity other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company. (e) As used in this Section 7, “Company” shall include Midstates Petroleum Company, Inc. and any of its affiliates.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent, the Company and their Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are specialfuture will be referred to in this Agreement as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to Parent’s, uniquethe Company’s or their Subsidiaries’ or affiliates’ current or potential business, and extraordinary (ii) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and thatdata obtained by him whether before or after the date of this Agreement concerning the business and affairs of Parent, by reason of such employment with the Company and their Subsidiaries and affiliates, information concerning acquisition opportunities in or reasonably related to Parent, the Company’s or their Subsidiaries’ or affiliates’ business or industry of which Executive becomes aware, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective business relations, as well as development, transition and transformation plans, methodologies and methods of the Companydoing business, the use or disclosure strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of which would cause the Company substantial loss sales agents, new and damages which could not be readily calculated existing programs and for which no remedy at law would be adequateservices, prices and terms, merchant service, integration processes, requirements and costs of providing service, support and equipment. AccordinglyTherefore, the Executive agrees that he shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Executive will not (directly or indirectly) at Board’s prior written consent, unless and to the extent that any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure Executive’s acts or omissions to act, or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to Parent at the end of the Employment Period, or at any other time the Board may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of Parent, the Company or their Subsidiaries or affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control. (b) During the Employment Period, Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of Parent, the Company or their Subsidiaries or affiliates any unpublished documents or any property belonging to any former employer or any other person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by Parent, the Company or their Subsidiaries or affiliates, or (iii) in the case of materials, property or information belonging to any former employer or other person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at any time during employment with Parent, the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers or other persons, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive shall immediately notify the Board of any intended or unintended, unauthorized disclosure or use of any trade secrets or Confidential Information by Executive or any other person or entity of which Executive becomes known aware. Executive shall cooperate fully with the Company in the procurement of any protection of Parent or available the Company’s rights to or in any of the trade secrets or Confidential Information. (d) Executive understands that Parent, the Company and their Subsidiaries and affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on a nonconfidential basis from a source Parent’s, the Company’s and their Subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of Parent, the Company) that, Company or their Subsidiaries and affiliates who need to the Executive’s knowledge, is not prohibited from disclosing know such information to in connection with their work for Parent, the Executive by a legalCompany or such Subsidiaries and affiliates) or use, contractualexcept in connection with his work for Parent, fiduciary the Company or other obligation to the Company. (b) The Executive confirms that all Confidential their Subsidiaries and affiliates, Third Party Information is the exclusive property of the Company. All business records, papers and documents kept or made unless expressly authorized by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any Board’s written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyconsent.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) As used in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes means information with respect belonging to the operation Employer or its Affiliates which is of value to the Employer or any of its Affiliates in the course of conducting its business (whether having existed, now existing, or to be developed or created during Employee’s employment by Employer) and performance the disclosure of which could result in a competitive or other disadvantage to the CompanyEmployer or its Affiliates. Confidential Information includes, its investmentswithout limitation, portfolio companiescontract terms and rates; negotiating and contracting strategies; financial information, productsreports, servicesand forecasts; inventions, facilities, product methods, research and development, trade secrets improvements and other intellectual property; product plans or proposed product plans; trade secrets; designs, systemsprocesses or formulae; software; employee, patents customer, patient, provider and patent applicationssupplier information; information from patient medical records; financial data; insurance reimbursement methodologies, proceduresstrategies and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals, confidential reports, product price lists, customer lists, financial information, ; and business plans, prospects or and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Employer or its Affiliates, including, as applicablewithout limitation, all the management of the foregoing Employer or its Affiliates. Confidential Information includes information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure developed by the Executive or (y) is or becomes known or available to Employee in the Executive on a nonconfidential basis from a source (course of the Employee’s employment by the Employer, as well as other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to which the Executive by a legal, contractual, fiduciary or other obligation to Employee may have access in connection with the Company. (b) The Executive confirms that all Employee’s employment. Confidential Information is also includes the exclusive property confidential information of others with which the Company. All Employer or its Affiliates has a business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairsrelationship. Notwithstanding the foregoing, Confidential Information does not include information in the Executive shall be permitted public domain, unless due to retain copies ofbreach of the Employee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the obligations in this Agreement, or unless due to violation of another Person’s obligations to the Employer or its Affiliates that Employee should have access to, all such materials, records and documents relating taken reasonable measures to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyprevent but that Employee did not take.

Confidential Information. Executive agrees that: (a) The Executive recognizes that the services to Except as may be performed required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with has express authorization from the Company, the Executive may acquire Confidential Information agrees to keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the operation Company and its affiliates (collectively, “Confidential Information”) which was acquired by or disclosed to Executive during the course of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company and not to disclose the same, either directly or (ii) disclose any such Confidential Information indirectly, to any Person except (A) other person, firm, or business entity, or to use it in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyway. (b) The Executive confirms that all Confidential Information does not include (i) information which, at the time of disclosure is published, known publicly or is otherwise in the exclusive property public domain, through no fault of Executive; (ii) information which, after disclosure is published or becomes known publicly or otherwise becomes part of the Company. All business recordspublic domain, papers through no fault of Executive; and documents kept (iii) information which is required to be disclosed in compliance with applicable laws or made regulations or by order of a court or other regulatory body of competent jurisdiction. (c) To the extent that any court or agency seeks to have Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timedisclose Confidential Information, the Executive shall promptly deliver to inform the Company, and Executive shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by take such reasonable steps to prevent disclosure of Confidential Information until the Company concerning has been informed of such requested disclosure, and the business Company has an opportunity to respond to such court or affairs agency. To the extent that Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, Executive shall follow the guidelines provided by the Company’s legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this Section 6 shall be construed so as to prevent Executive from using, in connection with Executive’s employment for himself or an employer other than personal materialsthe Company and its affiliates, records knowledge which was acquired by Executive during the course of Executive’s employment with the Company and documents (including notes its affiliates and correspondence) which is generally known to persons of Executive’s experience in other companies in the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companysame industry.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by the Executive hereunder are specialCompany and its Affiliates continually develop Confidential Information, unique, and extraordinary and that, by reason of such employment with the Company, that the Executive may acquire develop Confidential Information concerning the operation of the Company, the use or disclosure of which would cause for the Company substantial loss or its Affiliates and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will have possession of and access to Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information, and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. The confidentiality obligation under this Section 5 shall not apply to information which is generally known or readily available to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Executive or any other Person having an obligation of confidentiality to the Company or any of its Affiliates. (directly b) All documents, records, tapes and other media of every kind and description relating to the business, present or indirectly) at otherwise, of the Company or its Affiliates and any timecopies, in whole or in part, thereof (the “Documents”), whether during or after not prepared by the Executive, shall be the sole and exclusive property of the Company and its Affiliates. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s employment hereunderpossession or control. (c) In the event that Executive is requested or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, deposition, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall, where permitted under applicable law, rule or regulation, provide written notice to the Company promptly after such request so that the Company may, at its expense, seek a protective order or other appropriate remedy (i) knowingly use for an improper personal benefit any the Executive agrees to reasonably cooperate with the Company in connection with seeking such order or other remedy). In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of the Confidential Information that the Executive may learn or has learned is advised by reason of the Executive’s employment with the Company or (ii) disclose any counsel is required, and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In addition, the Executive may disclose Confidential Information to any Person except (A) in the performance course of inspections, examinations or inquiries by federal or state regulatory agencies and self regulatory organizations that have requested or required the Executive’s obligations to inspection of records that contain the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between Confidential Information provided that the Executive exercises reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such Confidential Information. To the extent such information is required to be disclosed and is not accorded confidential treatment as described in the Company or (E) with the prior written consent of the Board of Directors. As used hereinimmediately preceding sentence, it shall not constitute “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyunder this Agreement. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive Employee recognizes and acknowledges that the services continued success of the Company and its Subsidiaries depends upon the use and protection of a large body of confidential and proprietary information and that Employee will have access to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire certain Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investmentsSubsidiaries and affiliates and Persons with which the Company and its Subsidiaries do business, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive constitutes valuable, special and unique property of the Company, its Subsidiaries and affiliates and such other Persons. All "Confidential Information" will be interpreted to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company's or its Subsidiaries' or affiliates' (including their predecessors) current or potential business recordsand (ii) not generally or publicly known. Confidential Information includes, papers without limitation, the information and documents kept or made data obtained by the Executive Employee while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company its Subsidiaries concerning the business or affairs of the Company or any of its Subsidiaries or affiliates, including information concerning acquisition opportunities in or reasonably related to the Company's or its Subsidiaries' or affiliates' business or industry, the identities of the current, former or prospective employees, suppliers and customers of the Company or its Subsidiaries, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment, any or all of which are not generally or publicly known. The Employee agrees that he will use the Confidential Information only as necessary and only in connection with the performance of his duties hereunder. Employee agrees that he will not knowingly disclose to any unauthorized Person or use for his own or any other purposes (except as described in the immediately preceding sentence) any Confidential Information without the prior written consent of the Board, unless and to the extent that (a) the Confidential Information becomes generally known to and available for use by the public other than personal as a result of Employee's acts or omissions or (b) Employee is ordered by a court of competent jurisdiction to disclose Confidential Information, provided that Employee must (i) provide prompt written notice to the Company of any relevant process or pleadings that could lead to such an order and (ii) cooperate with the Company to contest, object to or limit such a request and, in any case, when revealing, such Confidential Information to such court order. (b) Employee understands that the Company and its Subsidiaries and affiliates will receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company and its Subsidiaries and affiliates to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the foregoing provisions of this Section 8, Employee will hold Third Party Information in the strictest confidence and will not knowingly disclose to anyone (other than personnel and consultants of the Company or its Subsidiaries and affiliates who need to know such information in connection with their work for the Company or its Subsidiaries and affiliates) or use Third Party Information unless expressly authorized by such third party or by the Board. (c) Employee will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Employee's and which is (a) common knowledge in the industry or (b) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company or any of its Subsidiaries or affiliates or (iii) in the case of materials, records and documents (including notes and correspondence) of the Executive not containing proprietary property or information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating belonging to any disagreementformer employer or other person or entity to whom Employee has an obligation of confidentiality, dispute approved for such use in writing by such former employer or litigation (pending or threatened) between the Executive and the Companyother Person.

Confidential Information. (a) The Executive recognizes acknowledges that the Company and its Subsidiaries are engaged in the internet service provider business and related internet services (the "Business"). Executive further acknowledges that the Business and its -------- continued success depend upon the use and protection of a large body of confidential and proprietary information, and that he holds a position of trust and confidence by virtue of which he necessarily possesses, has access to and, as a consequence of his signing this Agreement, will continue to possess and have access to, highly valuable, confidential and proprietary information of the Company and its Subsidiaries not known to the public in general, and that it would be improper for him to make use of this information for the benefit of himself and others. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as "Confidential Information." This includes, without specific limitation, ------------------------ information relating to the nature and operation of the Business or any other business conducted by the Executive hereunder Company's Subsidiaries (the "Subsidiary Business"), ------------------- the persons, firms and corporations which are special, unique, and extraordinary and that, customers or active prospects of the Company or the Subsidiary Business during Executive's employment by reason of such employment with the Company, the Executive may acquire Company's and the Subsidiary Business' development transition and transformation plans, methodology and methods of doing business, strategic, acquisition, marketing and expansion plans, including plans regarding planned and potential acquisitions and sales, financial and business plans, employee lists, numbers and location of sales representatives, new and existing programs and services (and those under development), prices and terms, customer service, integration processes requirements, costs of providing service, support and equipment and equipment maintenance costs. Confidential Information concerning shall not include any information that has become generally known to and available for use by the operation public other than as a result of the Company, the use Executive's acts or disclosure omissions. (b) Disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with Company shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)United States; provided, however, that such term, (i) Executive shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available first have given prompt notice to the Company of any such possible or prospective order (or proceeding pursuant to which any such order may result) and (ii) Executive on shall afford the Company a nonconfidential basis from a source (other than the Company) that, reasonable opportunity to the Executive’s knowledge, is not prohibited from disclosing prevent or limit any such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companydisclosure. (bc) The During the Employment Period and for a period of five (5) years thereafter, Executive confirms will preserve and protect as confidential all of the Confidential Information known to Executive or at any time in Executive's possession. In addition, during the Employment Period and at all times thereafter, Executive will not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Board's written consent. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) containing or otherwise relating to any of the Confidential Information (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. Executive acknowledges that all Confidential Information is the exclusive property of the Company. All business such memoranda, notes, plans, records, papers reports and other documents kept or made by the Executive while employed by the Company relating to the business of the Company shall are and at all times will be and remain the property of the Company at all times. Upon the request Company. (d) Executive will fully comply with any agreement reasonably required by any of the Company at any timeCompany's Subsidiaries, the Executive shall promptly deliver business partners, suppliers or contractors with respect to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs protection of the Company other than personal materials, records confidential and documents (including notes and correspondence) of the Executive not containing proprietary information relating to of such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyentities.

Confidential Information. A. Executive acknowledges that it is the policy of the Company (afor purposes of this Section 4, the term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any holding company related to the Company or its parent and any subsidiaries thereto) The to maintain as secret and confidential all valuable and unique information heretofore or hereafter acquired, developed or used by the Company relating to the business, operations, employees, and/or clients of the Company which gives the Company a competitive advantage in its industry, including, without limitation, information about net costs, profits, markets, suppliers, sales products, key personnel, pricing policies, operational methods, technical processes, computer software, computer programs, blue-prints, algorithms, research and development materials and other business affairs and methods and other information not readily available to the public, operating manuals, computer software for the Company’s market tracking system, financial statements, forecasts and operating data and business plans (all such information is hereinafter referred to as “Confidential Information”). Executive recognizes that the services to be performed by the Executive hereunder him are special, special and unique, and extraordinary and that, that by reason of Executive’s duties, he will acquire and have access to Confidential Information. Executive recognizes that all such employment with the Company, the Executive may acquire Confidential Information concerning is the operation property of the Company. In consideration of the Company’s entering into this Agreement, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that during the term of this Agreement and at all times thereafter: (i) except in connection with the performance of his duties, Executive will not (shall never, directly or indirectly) at , use, publish, disseminate or otherwise disclose any timeConfidential Information obtained before or during Executive’s employment by the Company (whether obtained prior to, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason term of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company’s Board of Directors. As used herein; and (ii) during the term of this Agreement, “Confidential Information” includes information with respect he shall exercise all due and diligent precautions to protect the operation and performance integrity of the Company’s mailing lists and sources thereof, its investmentsstatistical data and compilations, portfolio companiesagreements, productscontracts, services, facilities, product methods, research and development, trade secrets and manuals or other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all documents embodying any Confidential Information. B. The provisions of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, this Section 4 shall not include any information that apply to Confidential Information (xi) which is or becomes known generally known or available other than as a result to the public, (ii) which otherwise comes into the public domain without the fault of a disclosure by the Executive Executive, or (yiii) is or becomes known or available to the which Executive on a nonconfidential basis obtains from a source (sources other than the Company) thatCompany or its employees, agents or representatives (provided that such exception shall not be applicable to the Confidential Information disclosed to Executive in Executive’s knowledgeposition as a director, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property officer and employee of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company).

Confidential Information. (a) For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Employee. The Executive recognizes parties agree that the services to be performed Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive hereunder are special, unique, and extraordinary and that, by reason of such Employee's employment with the Company, the Executive may acquire Employee will have access to, and be entrusted with, Confidential Information concerning and that the operation Company would suffer great loss and injury if the Employee would disclose this information or use it to compete with the Company. Therefore, the Employee agrees that during the term of Employee's employment, and until the first to occur of (i) such time as the Confidential Information becomes generally available to the public through no fault of Employee, (ii) such time as the Confidential Information no longer provides a benefit to the Company or (iii) the second anniversary of the termination of Employee's employment with the Company, Employee will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Employee's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of which would cause Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees fact that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive Employee may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) have participated in the performance discovery and the development of that information. Employee also agrees and acknowledges that Employee will comply with all applicable laws regarding xxxxxxx xxxxxxx or the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) use of material nonpublic information in connection with the enforcement trading of the Executive’s rights under securities. For purposes of this Agreementsection 8, (D) in connection with Company shall include any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance subsidiaries of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Executive. The Executive recognizes parties agree that the services to be performed Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive hereunder are special, unique, and extraordinary and that, by reason of such Executive's employment with the Company, Executive will have access to, and be entrusted with, Confidential Information and that the Company would suffer great loss and injury if the Executive may acquire would disclose this information or use it to compete with the Company. Therefore, the Executive agrees that during the term of Executive's employment, and until the first to occur of (i) such time as the Confidential Information concerning becomes generally available to the operation public through no fault of Executive, (ii) such time as the Confidential Information no longer provides a benefit to the Company or (iii) the second anniversary of the termination of Executive's employment with the Company, Executive will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Executive's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) have participated in the performance discovery and the development of that information. Executive also agrees and acknowledges that Executive will comply with all applicable laws regarding xxxxxxx xxxxxxx or the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) use of material nonpublic information in connection with the enforcement trading of the Executive’s rights under securities. For purposes of this AgreementSection 10, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property subsidiaries of the Company. All business records, papers and documents kept In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or made by withholding any amounts otherwise payable to the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyunder this Agreement.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason future will be referred to in this Agreement as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of such employment with any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s or its Subsidiaries’ or affiliates’ current or potential business or is disclosed to the Company or its Subsidiaries by any third party pursuant to a confidentiality agreement and (ii) is not generally or publicly known. Confidential Information includes, without specific limitation, information, observations and data obtained by Executive during the course of Executive’s performance of the services under this Agreement, information concerning acquisition opportunities in or reasonably related to the Company’s or its Subsidiaries’ or affiliates’ business or industry of which Executive becomes aware during the Employment Period, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Companyany one or more of them during Executive’s course of performance of services under this Agreement, the use as well as development, transition and transformation plans, methodologies and methods of doing business, strategic marketing, product development and business expansion plans, including plans regarding planned and potential sales and financial projections, employee lists and telephone numbers, locations of sales representatives, product designs and specifications, including any future or disclosure of which would cause the Company substantial loss proposed products, manufacturing techniques and damages which could not be readily calculated information, integration processes and for which no remedy at law would be adequatefinancial information and forecasts. AccordinglyTherefore, the Executive agrees that the Executive will shall not (directly or indirectly) at any time, whether during directly or after the Executive’s employment hereunderindirectly, (i) knowingly use for an improper personal benefit disclose or permit the disclosure of any Confidential Information that the Executive may learn to any person or has learned firm other than Company (or its Subsidiaries) or any person or firm to which such disclosure would be protected by reason of the Executive’s employment a confidentiality agreement with the Company (or its Subsidiaries), or (ii) disclose use or permit the use of any such Confidential Information to any Person except (A) in the ordinary course of performance of the Executive’s obligations duties. Executive agrees to deliver to the Company hereunder, (B) as required by applicable law, (C) in connection with at the enforcement end of the Executive’s rights under this AgreementEmployment Period, (D) in connection with or at any disagreement, dispute or litigation (pending or threatened) between the Executive and other time the Company or (E) with the prior written consent of the Board of Directors. As used hereinmay request in writing, “Confidential Information” includes information with respect to the operation and performance of the Companyall memoranda, its investmentsnotes, portfolio companiesplans, productsrecords, services, facilities, product methods, research and development, trade secrets reports and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company or its Subsidiaries or affiliates (including, without limitation, all Confidential Information), whether on paper or in any other form or medium, and all copies thereof that Executive may then possess or have under Executive’s control. (b) During Executive’s employment with the Company, Executive shall be not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and remain shall not bring onto the property premises of the Company at all timesor its Subsidiaries or affiliates any unpublished documents or any property belonging to any former employer or any other person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. Upon the request of the Company at any time, the Executive shall promptly deliver to use in the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the performance of Executive’s possession while employed duties only information that is (i) generally known and used by persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by the Company concerning or its Subsidiaries or affiliates or (iii) in the business case of materials, property or affairs information belonging to any former employer or other person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at any time during this employment with the Company or any Subsidiary, Executive believes Executive is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other than personal materialsobligations Executive may have to former employers, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall immediately advise the Board so that Executive’s duties can be permitted to retain copies ofmodified appropriately. (c) The obligations of Executive provided in this paragraph 5 shall last, or have access to, all such materials, records and documents relating as to any disagreementConfidential Information, dispute for so long as that Confidential Information has proprietary value, whether during Executive’s employment or litigation (pending or threatened) between after the Executive and the Companytermination thereof.

Confidential Information. At all times during the term of this Agreement, Employer shall provide Employee with access to “Confidential Information.” As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between the Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The Executive recognizes parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation specifically enumerated above is special and unique information and is not information that would be considered a part of the Companygeneral knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the use industry other than as a result of its disclosure by Employee, or disclosure (iv) has been independently developed by Employee and may be disclosed by Employee without breach of which would cause this Agreement, provided, in each case, that the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateEmployee shall bear the burden of demonstrating that the information falls under one of the above-described exceptions. Accordingly, the Executive Employee agrees that the Executive terms of this Agreement shall be deemed Confidential Information for purposes of this Section. Employee shall keep the terms of this Agreement strictly confidential and will not, without the prior written consent of Employer, disclose the details of this Agreement to any third party in any manner whatsoever in whole or in part, with the exception of Employee’s representatives (such as tax advisors and attorneys) who need to know such information. Employee agrees that Employee will not (directly or indirectly) at any time, whether during or after subsequent to the Executiveterm of Employee’s employment with Employer, in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section is a material breach of this Agreement and shall constitute “cause” for the termination of Employee’s employment hereunder. In the event that Employee is ordered to disclose any Confidential Information, (i) knowingly use for an improper personal benefit whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by law, Employee shall disclose only that portion of the Confidential Information that the Executive may learn Employee is ordered to disclose in a legally binding subpoena, demand or has learned by reason of the Executive’s employment with the Company similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in any media (iiincluding electronic or video) disclose any such containing Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company Employer, which Employee shall prepare, use, construct, observe, possess, or control shall be and remain the Employer’s sole property of the Company at all times(collectively “Employer Property”). Upon the request termination or expiration of the Company at any timethis Agreement, the Executive or earlier upon Employer’s request, Employee shall promptly deliver to the CompanyEmployer all Employer Property, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyretaining none.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive hereunder are special, unique, and extraordinary and that, by reason may learn of such employment Confidential Information during the course of Executive’s employment. Executive will comply with the Company, policies and procedures of the Executive may acquire Company and its Affiliates for protecting Confidential Information concerning and shall not disclose to any Person or use, other than as required by applicable law or for the operation proper performance of the Company, the use or disclosure of which would cause Executive’s duties and responsibilities to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyits Affiliates, the any Confidential Information obtained by Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the incident to Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment other association with the Company or (ii) disclose any such Confidential Information of its Affiliates. Executive understands that this restriction shall continue to any Person except (A) in the performance apply after Executive’s employment terminates, regardless of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that reason for such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytermination. (b) The Executive confirms that all Confidential Information is All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. All business recordsExecutive further agrees that any property situated on the premises of, papers and documents kept owned by, the Company or made its Affiliates, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice. (c) Executive while employed by understands that, notwithstanding anything to the Company contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the business Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company shall to make any such reports or disclosures and Executive will not be and remain the property of required to notify the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive that such reports or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or disclosures have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companybeen made.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” means any and all confidential knowledge or data of Company, and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company has agreed to treat as confidential and to use for only certain limited purposes. By way of illustration but not limitation, Confidential Information includes (a) trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, technology, know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) in all of the foregoing (collectively, “Inventions”), including all Company Inventions (defined in Section 2.1); (b) information regarding research, development, new products, business and operational plans, budgets, unpublished financial statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, capital-raising plans, internal services, suppliers and supplier information; (c) information about customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the operation types of products or services offered by Company, and performance other non-public information; (d) information about Company’s business partners and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information that a competitor of Company could use to Company’s competitive disadvantage. However, Company agrees that I am free to use information that I knew prior to my employment with Company or that is, at the time of use, generally known in the trade or industry through no breach of this Agreement by me. Company further agrees that this Agreement does not limit my right to discuss my employment or unlawful acts in Company’s workplace, including but not limited to sexual harassment, or report possible violations of law or regulation with any federal, state or local government agency, or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the CompanyNational Labor Relations Act, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of to the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, extent that such termdisclosure is protected under the applicable provisions of law or regulation, shall including but not include any information limited to “whistleblower” statutes or other similar provisions that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) thatprotect such disclosure, to the Executive’s knowledge, is extent any such rights are not prohibited from disclosing such information permitted by applicable law to be the Executive by a legal, contractual, fiduciary or other obligation to the Companysubject of nondisclosure obligations. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes Employee acknowledges that pursuant to the services to be performed by the Executive hereunder are specialemployment hereunder, unique, Employee occupies a position of trust and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateconfidence. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information in order to any Person except (A) in facilitate the performance of this Agreement and the Executiveactivities contemplated by this Agreement, Employee shall be provided with or given access to, or Employee may develop, certain proprietary or confidential information (“Confidential Information”) of Employer or a Related Entity. Confidential Information includes, without limitation, information pertaining to Employer’s obligations or the Related Entities’ past, current and future business plans, corporate opportunities, operations, acquisition, merger or sale strategies, production, product development, product names and marks, marketing, cost and pricing structure, margins, profitability, operation or production procedures or results, partners, partnership or other business arrangements or agreements with third parties, customers, customer sales volumes, customer contracts, books, records and documents, technical information, equipment, services and processes. Subject to the Company hereunderlast sentence of this Section, (B) as required by applicable lawduring the term of Employee’s employment and after the termination of Employee’s employment, (C) Employee hereby agrees not to use or to disclose to any person, other than in connection with the enforcement discharge of the ExecutiveEmployee’s rights duties under this Agreement, (D) in connection with any disagreement, dispute Confidential Information of Employer or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directorsany Related Entities. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Information shall not include any information that be deemed to be Confidential Information for purposes of this Agreement that: (xi) is or hereafter becomes generally publicly known through no act or available other than as omission of Employee; (ii) is received by Employee without restriction on disclosure from a result of a disclosure by third party who disclosed the Executive information without violating any restriction on confidentiality or disclosure; or (yiii) is or becomes known or available independently developed after the termination of Employee’s employment with Employer by Employee without reference to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property and without violation of the Companyany confidentiality restriction. All business recordsIf Employee violates this agreement of confidentiality, papers and documents kept or made Employer shall, in addition to any other remedy provided by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timelaw, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies ofpursue an action for injunctive relief; monetary damages, or have access to, both. Employee acknowledges that all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive Confidential Information constitutes confidential and/or proprietary information of Employer and the CompanyRelated Entities and agrees that such Confidential Information shall be kept confidential, such Confidential Information shall be used solely for the purpose of performing the obligations hereunder or activities contemplated by this Agreement, and that Employee shall not otherwise disclose or make use of such Confidential Information except in response to a court order, provided that when responding to a court order, Employee shall provide written notice of the court order to Employer in advance of any disclosure in response thereto.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information”. Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn related to Parent’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his performance under this Agreement concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any Person except (A) in the performance one or more of the them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during his employment and for a period of three (including3) years after termination of his employment for any reason (and as to information that constitutes a trade secret under applicable law, for such longer period as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, same shall remain a trade secret) he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without both Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of Parent or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control. (b) During the Employment Period, Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of Parent or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or becomes known developed by Parent or available its Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during the Employment Period, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive represents and warrants to the Parent and its Subsidiaries that Executive took nothing with him which belonged to any former employer when Executive left his position(s) with such employer(s) and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers that this representation is incorrect, Executive shall promptly return any such materials to Executive’s former employer(s). Parent and its Subsidiaries does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder. (d) Executive understands that Parent and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on a nonconfidential basis from a source Parent’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of paragraph 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than the Company) that, personnel of Parent or its Subsidiaries and Affiliates who need to the Executive’s knowledge, is not prohibited from disclosing know such information to the Executive in connection with their work for Parent or such Subsidiaries and Affiliates) or use, except in connection with his work for Parent or its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property member of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyBoard in writing.

Confidential Information. (a) The Executive Employee recognizes that the services to be performed by the Executive him hereunder are special, unique, and extraordinary and that, by reason of such his employment with the Company, the Executive he may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive Employee agrees that the Executive he will not (directly or indirectly) at any time, whether during or after the Executive’s his employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive he may learn or has learned by reason of the Executive’s his employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s his obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s his rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive Employee and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “"Confidential Information” " includes information with respect to the operation and performance of the Company, its investments, portfolio companies, 's products, services, facilities, product facilities and methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)opportunities; provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive Employee or (y) is or becomes known or available to the Executive Employee on a nonconfidential non-confidential basis from a source (other than the Company) thatwhich, to the Executive’s Employee's knowledge, is not prohibited from disclosing such information to the Executive Employee by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to confidential and proprietary information of the Company which constitute valuable, special, and unique assets of the Company. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, other employees of the Company, or others in a confidential relationship with the Company, and relating to the Company’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information secret, including disclosing the information only on a need-to-know basis. The Executive further 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 such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, would cause extensive and immeasurable harm to the Company and to the Company’s competitive position. The Executive shall not, during the Term or at any time thereafter, use for personal gain or detrimentally to the Company all or any part of the Confidential Information, or disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be performed required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Executive hereunder are specialof his confidentiality obligations hereunder. Notwithstanding the foregoing, uniqueExecutive shall not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company or its affiliated entities or one of its or their officers, employees, agents or representatives) that is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company or its affiliated entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process: provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and extraordinary no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and thatwhether by the Company or the Executive, by reason or within seven (7) business days of such the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive may acquire Confidential Information concerning the operation has lawfully acquired extensive knowledge of the Company, the use or disclosure of industries in which would cause the Company substantial loss engages in business including, without limitation, markets, valuation methods and damages which could techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not be readily calculated and intended to restrict the Executive’s use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for which no remedy at law would be adequate. Accordinglydocuments, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees that agrees, if legally permissible, to (a) promptly notify the Executive will not (directly Company of the existence, terms and circumstances surrounding such request or indirectly) at any time, whether during or after the Executive’s employment hereunderrequirement, (ib) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (iic) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to assist the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute seeking a protective order or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)appropriate remedy; provided, however, that such term, the Executive shall not include be required to take any information action in violation of applicable laws. In the event that (x) such protective order or other remedy is not obtained or becomes generally known that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or available other than as resulted from a result of a previous disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive permitted by a legal, contractual, fiduciary or other obligation to the Companythis Agreement. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect means all Buyer know-how, technical information, business information, data, designs, specifications, plans, drawings, experience or knowledge reasonably related to the operation and performance transaction that is the subject of this Purchase Order, whether transmitted in writing, orally or electronically, including initial or preliminary discussions, to the Companyextent the same is or are secret or confidential including without limitation: (a) confidential manufacturing plans, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applicationsprocesses, procedures, operations, reports, drawings, manuals, equipment, engineering information, technical information, and plant and equipment layouts and configuration; (b) confidential reportsproduct plans, product price listsprototypes, samples, formulae, and specifications, and information related to confidential project designs, marketing, advertising, quality, costs, configurations and uses; (c) confidential customer lists, financial and vendor lists and information, business plans, prospects sales volumes, profitability figures, financial information or opportunities other economic or business information; and (includingd) confidential computer software, as applicablefirmware, all data, databases, networks, security procedures, or other confidential information related directly or indirectly to computer systems or networks. Seller shall not, without express written consent of Buyer, use or disclose to any person, company or governmental agency any Confidential Information, except that Seller may disclose Confidential Information to those if its employees or professional advisors who need to know such information and who are bound to Seller not to disclose the foregoing information regarding Confidential Information to any other person, company or governmental agency. If Seller becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will provide Buyer with prompt prior written notice of such requirements so that Buyer may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, Seller agrees to furnish only that portion of Confidential Information that Seller, upon written opinion of counsel, is legally required to disclose, and it agrees to exercise reasonable commercial efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Buyer agrees that this section will not apply to the Company’s past, current and prospective portfolio companies)extent that Seller can demonstrate the Confidential Information: (i) was known by the public prior to initial disclosure by Buyer or subsequently becomes known to the public after initial disclosure through no act or omission of Seller in violation of this Purchase Order; provided, however, that such term, shall not include any information that (xii) was known by Seller prior to initial disclosure; (iii) is disclosed to Seller by another person or becomes generally known or available other than as a result entity who was under no obligation of a disclosure by confidentiality to Buyer with respect to the Executive information; or (yiv) is independently developed by Seller without access to or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all use of Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies ofInformation, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyviolation of this Purchase Order.

Confidential Information. The Employee hereby covenants, agrees and acknowledges as follows: (a) The Executive recognizes that Employee has and will have access to and will participate in the services development of or be acquainted with confidential or proprietary information and trade secrets related to be performed by the Executive hereunder are special, unique, business of the Company and extraordinary and that, by reason any present or future subsidiaries or affiliates of such employment the Company (collectively with the Company, the Executive may acquire Confidential Information concerning the operation of the Company"Companies"), the use or disclosure of which would cause the Company substantial loss and damages which could including but not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, limited to (i) knowingly use for an improper personal benefit customer lists; related records and compilations of information; the identity, lists or descriptions of any Confidential Information that the Executive may learn new customers, referral sources or has learned by reason of the Executive’s employment with the Company organizations; financial statements; cost reports or other financial information; contract proposals or bidding information; business plans; training and operations methods and manuals; personnel records; software programs; reports and correspondence; and management systems, policies or procedures, including related forms and manuals; (ii) disclose any information pertaining to future developments such as future marketing or acquisition plans or ideas, and potential new business locations and (iii) all other tangible and intangible property, which are used in the business and operations of the Companies but not made public. The information and trade secrets relating to the business of the Companies described hereinabove in this paragraph (a) are hereinafter referred to collectively as the "Confidential Information", provided that the term Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) that is or becomes generally known or publicly available (other than as a result of a disclosure violation of this Agreement by the Executive or Employee), (y) is or becomes known or available to that the Executive Employee receives on a nonconfidential basis from a source (other than the CompanyCompanies or their representatives) that, to the Executive’s knowledge, that is not prohibited from disclosing such information known by him to be bound by an obligation of secrecy or confidentiality to any of the Executive Companies or (z) that was in the possession of the Employee prior to disclosure by a legal, contractual, fiduciary or other obligation to the CompanyCompanies. (b) The Executive confirms Employee shall not disclose, use or make known for his or another's benefit any Confidential Information or use such Confidential Information in any way except as is in the best interests of the Companies in the performance of the Employee's duties under this Agreement. The Employee may disclose Confidential Information when required by a third party and applicable law or judicial process, but only after providing immediate notice to the Company of any third party's request for such information, which notice shall include the Employee's intent to disclose any Confidential Information with respect to such request. (c) The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that the Companies shall be entitled to seek injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach by the Employee; provided, however, that nothing contained herein shall be construed as prohibiting the Companies from pursuing any other rights and remedies available for any such breach or threatened breach. (d) The Employee agrees that upon termination of his employment with the Company for any reason, the Employee shall forthwith return to the Company all Confidential Information is the exclusive property in whatever form maintained (including, without limitation, computer discs and other electronic media). (e) The obligations of the Company. All business recordsEmployee under this Section 6 shall, papers and documents kept or made by except as otherwise provided herein, survive the Executive while employed by the Company relating to the business termination of the Company Employment Term and the expiration or termination of this Agreement. (f) Without limiting the generality of Section 10 hereof, the Employee hereby expressly agrees that the foregoing provisions of this Section 6 shall be binding upon the Employee's heirs, successors and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companylegal representatives.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to be performed confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Executive hereunder are Company, which, in each case, constitute valuable, special, unique, and extraordinary and that, by reason unique assets of such employment entity. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by Ashford Inc., and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information concerning secret, including disclosing the operation information only on a need-to-know basis. The Executive further 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 such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, the use or disclosure of which would cause extensive and immeasurable harm to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateto the Company’s competitive position. AccordinglyThe Executive shall not, during the Executive agrees that the Executive will not (directly Term or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit gain or detrimentally to the Company all or any Confidential Information that the Executive may learn or has learned by reason part of the Executive’s employment with Confidential Information, or disclose or make available all or any part of the Company or (ii) disclose any such Confidential Information to any Person person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except (A) in the performance as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the Executive’s obligations to the Company hereunder, (B) as required breach by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and of his confidentiality obligations hereunder. Notwithstanding the Company or (E) with the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Executive shall not include any information that be restricted from disclosing or using Confidential Information that: (xi) is or becomes generally known or available to the public other than as a result of a an unauthorized disclosure by the Executive or his agent; (yii) is or becomes known or available to the Executive on in a nonconfidential basis manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) thatthat is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge, is not prohibited from disclosing such information to . In the event that the Executive receives a request or is required (by a legaldeposition, contractualinterrogatory, fiduciary request for documents, subpoena, civil investigative demand or other obligation similar process) to disclose all or any part of the Company. Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) The consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive confirms shall not be required to take any action in violation of applicable laws. In the event that all such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Executive not permitted by this Agreement. By this Agreement, the company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. All business recordsThe Executive waives and releases any claim that he should be able to use, papers for the benefit of any competing person or entity, client and documents kept customer goodwill or made Confidential Information that was previously received or developed by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to working for the Company, and shall retain no copies of, Ashford Inc. or any written materials, records and documents made entity advised by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. During the Term, the Company may provide the Executive (i) with access to and the opportunity to become familiar with its Confidential Information and Trade Secrets; (ii) with continuing training, development and education regarding its procedures, products, services, methods, systems and operations; and (iii) with access to Confidential Information and Trade Secrets about the Company's employees, customers and customers’ employees and agents. (a) The Executive recognizes acknowledges that all notes, data, forms, reference and training materials, leads, memoranda, computer programs, computer print-outs, disks and the services to be performed information contained in any computer, whether stored locally at the Company or remotely by the Executive hereunder are special, uniqueCompany or others on behalf of the Company, and extraordinary any other records which contain, reflect or describe any Confidential Information and thatTrade Secrets, by reason belong exclusively to the Company. Upon the termination of such the Executive's employment with the Company, the Executive may acquire Confidential Information concerning shall promptly return such materials and all copies thereof in the operation of Executive's possession to the Company, regardless of the use or disclosure cause of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason termination of the Executive’s 's employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is During the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by Executive's employment with the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timethereafter, the Executive will not copy, publish, convey, transfer, disclose or use, directly or indirectly, for the Executive's own benefit or for the benefit of any other person or entity (except the Company) any Confidential Information and Trade Secrets; provided, that any copying or other prohibited use of Confidential Information and Trade Secrets shall promptly deliver not include copying or otherwise using Confidential Information and Trade Secrets in connection with communications with current or potential customers or vendors that the Executive reasonably expects to have a direct benefit to the Company; provided, further, that the Executive shall take any steps reasonably necessary to ensure that Confidential Information and shall retain no copies ofTrade Secrets are not disclosed, any written materials, records and documents made by the Executive or coming into by any such potential customers or vendors, to an extent greater than that which is reasonably required to provide such benefit to the Executive’s possession while employed Company. The Executive will abide by the Company concerning the business or affairs of the Company other than personal materialsall rules, records guidelines, policies and documents (including notes and correspondence) of the Executive not containing proprietary information procedures relating to such business or affairsConfidential Information and Trade Secrets implemented and/or amended from time to time by Company. Notwithstanding the foregoing, nothing in this Agreement shall apply to limit the Executive’s ability to make statements or disclosures (i) as a witness in or party to a legal proceeding (as may be ordered by any regulatory agency or court), (ii) as otherwise required by law, or (iii) as may be necessary for the Executive to prosecute any claims relating to the enforcement of this Agreement. (c) The Executive acknowledges that the Company is a public company registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and that this Agreement may be subject to the filing requirements of the Exchange Act. The Executive acknowledges and agrees that the applicable xxxxxxx xxxxxxx rules and limitations on disclosure of non-public information set forth in the Exchange Act and rules and regulations promulgated by the Securities and Exchange Commission (the "SEC") shall be permitted apply to retain copies ofthis Agreement and the Executive's employment with the Company. The Executive (on behalf of himself as well as his executors, or have access heirs, administrators and assigns) absolutely and unconditionally agrees to indemnify and hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators, shareholders, employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns from any and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints, obligations, controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character whatsoever (including, but not limited to, all such materials, records reasonable attorneys' fees and documents relating to costs) in the event of the Executive's conviction of any disagreement, dispute violation of the Exchange Act or litigation (pending any rules or threatened) between regulations promulgated by the Executive and the CompanySEC.

Confidential Information. (a) The Executive recognizes Employee hereby acknowledges that Employee may be exposed to trade secrets and confidential and proprietary information of the services Company and its Affiliates, including, without limitation, all design drawings, blueprints, plans, designs, calculations, technical specifications, construction notes or other works of authorship, inventions, writings, information, data, formulas, models, photographs, and design concepts, and the like, and all other documentation developed for or relating to be performed the Company and its Affiliates and other technical information (including functional and technical specifications, designs, drawings, analysis, research, processes, procedures, manuals, computer programs, methods, ideas, Intellectual Property, Intellectual Property Rights, “know how” and the like), business information (development and acquisition prospects, reserve reports, materials, plans, accounting and financial information, pricing information, customer and supplier information, completion studies, expansion or acquisition opportunities, personnel records and the like) and other information designated as confidential expressly or by the Executive hereunder are specialcircumstances in which it is provided (“Confidential Information”). Confidential Information does not include (i) information already known or independently developed by a third party recipient without the use of Confidential Information; (ii) information in the public domain through sources free of any confidentiality restriction and without any wrongful act of the recipient, uniqueor (iii) information received by the recipient from another third party who was free to disclose it. (b) Employee hereby agrees, while employed by the Company or at any time thereafter, to keep strictly confidential and extraordinary not disclose, use, divulge, publish, or otherwise reveal, directly or through any other Person, any Confidential Information of the Company and thatits Affiliates, by reason of such except as may be necessary for Employee to perform his duties and obligations in conjunction with his employment with the Company. Employee further agrees that, the Executive may acquire Confidential Information concerning the operation upon expiration or termination of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s his employment with the Company or (ii) disclose for any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunderreason, (B) as required by applicable lawEmployee will not, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board of Directors. As used hereinCompany’s Board, “take any Confidential Information” includes information with respect to the operation and performance Information of the Company, Company or its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the CompanyAffiliates. (bc) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept written or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written electronic materials, records and documents made by Employee or in the Executive or coming into the Executive’s possession while employed by of Employee during his employment with the Company concerning the business or affairs of the Company or its Affiliates or otherwise containing Confidential Information, or other than personal materialsitems or property held by or for Employee, records and documents (including notes and correspondence) but owned or used by the Company or its Affiliates, shall be the sole property of the Executive not containing proprietary information relating to such business Company or affairs. Notwithstanding its Affiliate, as the foregoingcase may be, and, upon termination of Employee’s employment with the Executive Company or upon the request of the Company or any of its Affiliates, Employee shall be permitted to retain copies of, or have access to, promptly deliver all of such materials, records and records, documents relating or other items of property that are then in his possession. (d) Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit the Employee from making reports of possible violations of federal law or regulations to any disagreement, dispute governmental agency or litigation (pending or threatened) between entity in accordance with the Executive provisions of and the Companyrules promulgated under Section 21F of the Exchange Act or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or of any other whistleblower protection provisions of state or federal law or regulations, (ii) require notification or prior approval by the Company of any reporting described in clause (i), or (iii) limit Employee’s right to receive an award for information reported to any government agency or entity as described in clause (i).

Confidential Information. (a) The Executive recognizes agrees that: 5.1. Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the services Executive has express authorization from the Company, he shall keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason during the course of such his employment with the Company, and not to disclose the Executive may acquire Confidential Information concerning the operation of the Companysame, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (either directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) other person, firm, or business entity, or to use it in any way. 5.2. Upon his Termination Date or at the performance of the Executive’s obligations Company's earlier request, he will promptly return to the Company hereunderany and all records, (B) as required by applicable lawdocuments, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual physical property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary computer disks or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company materials relating to the business of the Company and its affiliates obtained by him during his course of employment with the Company. 5.3. The Executive shall keep the Company informed of, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of, any inventions, discoveries, improvements, trade secrets, developments, processes, and remain procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive's termination of employment. The Executive shall assist the Company or other nominated by it, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company at and its affiliates. The Executive shall deliver to the Company all timessketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto. 5.4. Upon To the request extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that the Executive obtains information on behalf of the Company at or any timeof its affiliates that may be subject to attorney-client privilege as to the Company's attorneys, the Executive shall promptly deliver take reasonable steps to maintain the Companyconfidentiality of such information and to preserve such privilege. 5.5. Nothing in the foregoing provisions of this Section 5 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and shall retain no copies of, any written materials, records and documents made by which is generally known to persons of his experience in other companies in the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companysame industry.

Confidential Information. (a) The Executive recognizes and acknowledges that the Executive will have access to Confidential Information (as defined below) relating to the business or interests of the Company or of persons with whom the Company may have business relationships. Except as permitted herein, the Executive will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose or permit to be known to any other person or entity (except as required by applicable law or in connection with the performance of the Executive's duties and responsibilities hereunder), or use for the Executive's own improper benefit or gain, any Confidential Information of the Company. The term "Confidential Information" includes, without limitation, information relating to the Company's business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company has or may be assessing commercial arrangements, any of which information is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). Therefore, the Executive will not, without the prior written consent of the Company's Board of Directors, disclose such Confidential Information or use the same, provided, however, that in the course of the Executive's services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire disclose such Confidential Information concerning as the operation Executive deems necessary to carry out the Executive's duties to the Company. This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Executive, regardless of whether the Executive continues to be employed by the Company. It is further agreed and understood by and between the parties to this Agreement that all information and records relating to the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such termhereinabove described, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is be the exclusive property of the Company. All business recordsCompany and, papers and documents kept or made by the Executive while employed by the Company relating to the business upon termination of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to Executive's employment with the Company, all documents, records, reports, writings and shall retain no other similar documents containing Confidential Information, including copies ofthereof, any written materials, records and documents made by the Executive or coming into then in the Executive’s 's possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive control shall be permitted returned to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and left with the Company.

Confidential Information. (a) The Executive recognizes that In the services to be performed by course of involvement in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the CompanyFirm’s activities or otherwise, the Executive has obtained or may acquire Confidential Information obtain confidential information concerning the operation Firm’s businesses, strategies, operations, financial affairs, organizational and personnel matters (including information regarding any aspect of the CompanyExecutive’s tenure as a managing director, member, partner or employee of the use Firm or disclosure of which would cause the Company substantial loss termination of such position, partnership or employment), policies, procedures and damages which could other non-public matters, or concerning those of third parties. The Executive shall not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, time (whether during or after the Executive’s employment hereunder, (iwith the Firm) knowingly disclose or use for an improper personal the Executive’s own benefit or purposes or the benefit or purposes of any Confidential Information other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Firm, any trade secrets, information, data, or other confidential or proprietary information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, plans, or the business and affairs of the Firm; provided that the foregoing shall not apply to information which is not unique to the Firm or which is generally known to the industry or the public other than as a result of the Executive’s breach of this covenant or as required pursuant to an order of a court, governmental agency or other authorized tribunal. The Executive may learn or has learned by reason agrees that upon termination of the Executive’s employment with the Company or (ii) disclose Firm for any such Confidential Information to any Person except (A) reason, the Executive or, in the performance event of the Executive’s obligations to the Company hereunderdeath, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute heirs or litigation (pending or threatened) between estate at the Executive and the Company or (E) with the prior written consent request of the Board of Directors. As used hereinFirm, “Confidential Information” includes information with respect shall return to the operation and performance of the CompanyFirm immediately all memoranda, its investmentsbooks, portfolio companiespapers, productsplans, servicesinformation, facilities, product methods, research and development, trade secrets letters and other intellectual propertydata, systemsand all copies thereof or therefrom, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include in any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company way relating to the business of the Company shall be Firm, except that the Executive (or the Executive’s heirs or estate) may retain personal notes, notebooks and remain the property of the Company at all timesdiaries. Upon the request of the Company at any time, The Executive further agrees that the Executive shall promptly deliver to the Company, and shall not retain no copies of, any written materials, records and documents made by the Executive or coming into use for the Executive’s possession while employed by account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the Company concerning the business or affairs businesses of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairsFirm. Notwithstanding Without limiting the foregoing, the Executive shall be permitted to retain copies existence of, or have access toand any information concerning, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyFirm shall be subject to the terms of this Section 4, except that the Executive may disclose information concerning such dispute to the arbitrator or court that is considering such dispute, and to the Executive’s legal counsel, spouse or domestic partner, and tax and financial advisors (provided that such persons agree not to disclose any such information other than as necessary to the prosecution or defense of the dispute).

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive hereunder are special, unique, and extraordinary and that, by reason may learn of such employment Confidential Information during the course of Executive’s employment. Executive will comply with the Company, policies and procedures of the Executive may acquire Company and its Affiliates for protecting Confidential Information concerning and shall not disclose to any Person or use, other than as required by applicable law or for the operation proper performance of the Company, the use or disclosure of which would cause Executive’s duties and responsibilities to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyits Affiliates, the any Confidential Information obtained by Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the incident to Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment other association with the Company or (ii) disclose any such Confidential Information of its Affiliates. Executive understands that this restriction shall continue to any Person except (A) in the performance apply after Executive’s employment terminates, regardless of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that reason for such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytermination. (b) The Executive confirms that all Confidential Information is All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. All business recordsExecutive further agrees that any property situated on the premises of, papers and documents kept owned by, the Company or made its Affiliates, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice. (c) Executive while employed by understands that, notwithstanding anything to the Company contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the business Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company shall to make any such reports or disclosures and Executive will not be and remain the property of not required to notify the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive that such reports or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or disclosures have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companybeen made.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s 's employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s 's employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s 's obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s 's rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “"Confidential Information” " includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s 's past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s 's knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s 's possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes Employee acknowledges that the Company and its Subsidiaries are engaged in the business of acquiring businesses that provide electronic commerce services and operating those businesses after their acquisition (the "BUSINESS"). Employee further acknowledges that the Business and its continued success depend upon the use and protection of a large body of confidential and proprietary information, and that she holds a position of trust and confidence by virtue of which she necessarily possesses, has access to and, as a consequence of hers signing this Agreement, will continue to possess and have access to, highly valuable, confidential and proprietary information of the Company and its Subsidiaries not known to the public in general, and that it would be improper for him to make use of this information for the benefit of himself and others. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as "CONFIDENTIAL INFORMATION." This includes, without limitation, information relating to the nature and operation of the Business, the persons, firms and corporations which are customers or active prospects of the Company during Employee's employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Company's development, transition and transformation plans, methodology and methods of doing business, strategic, acquisition, marketing and expansion plans, including plans regarding planned and potential acquisitions and sales, financial and business plans, employee lists, numbers and location of sales representatives, new and existing programs and services (and those under development), prices and terms, customer service, integration processes requirements, costs of providing service, support and equipment and equipment maintenance costs. Confidential Information concerning shall not include any information that has become generally known to and available for use by the operation public other than as a result of the Company, the use Employee's acts or disclosure omissions. (b) Disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with Company shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)United States; provided, however, that such term, (i) Employee shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available first have given prompt notice to the Executive on Company of any such possible or prospective order (or proceeding pursuant to which any such order may result) and (ii) Employee shall afford the Company a nonconfidential basis from a source (other than the Company) that, reasonable opportunity to the Executive’s knowledge, is not prohibited from disclosing prevent or limit any such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companydisclosure. (bc) The Executive confirms During the Employment Period and at all times thereafter, Employee will preserve and protect as confidential all of the Confidential Information known to Employee or at any time in Employee's possession or control. In addition, during the Employment Period and at all times thereafter, Employee will not disclose to any unauthorized person or use for hers own account any of such Confidential Information without the Board's written consent. Employee agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) containing or otherwise relating to any of the Confidential Information (including, without limitation, all acquisition prospects, lists and contact information) which she may then possess or have under hers control. Employee acknowledges that all Confidential Information is the exclusive property of the Company. All business such memoranda, notes, plans, records, papers reports and other documents kept or made by the Executive while employed by the Company relating to the business of the Company shall are and at all times will be and remain the property of the Company at all times. Upon the request Company. (d) Employee will fully comply with any agreement reasonably required by any of the Company at any timeCompany's affiliates, the Executive shall promptly deliver business partners, suppliers or contractors with respect to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs protection of the Company other than personal materials, records confidential and documents (including notes and correspondence) of the Executive not containing proprietary information relating to of such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyentities.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and hereby acknowledges that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation as an employee of the Company, the use or disclosure of which would cause the Company substantial loss will be providing Executive with and damages which could not be readily calculated access to its Confidential Information, and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any timebe making use of, whether during or after acquiring and adding to this Confidential Information. For the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason purposes of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, Agreement “Confidential Information” includes means and includes, by way of illustration only, and not limitation, information with respect to the regarding: (i) marketing, advertising, public relations and/or promotional strategies, programs, plans and methods; (ii) pricing policies, methods and concepts, product and services strategies, training programs, and methods of operation and performance other business methods; (iii) mailing lists and lists of and information relating to current and prospective clients and accounts of the Company; (iv) the specific needs and preferences of current, former and/or prospective clients and accounts of the Company; (v) terms of contracts between the Company and its investmentsclients, portfolio companiesaccounts, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, vendors and/or suppliers; (vi) business plans, prospects or opportunities expansion plans, management policies and other business policies and strategies; (includingvii) business and sales forecasts, as applicablemarket analyses, all costs, sales and revenue reports, budgets, other financial data which relates to the management and operation of the foregoing information regarding Company and its products and services, and other analyses not publicly disclosed; (viii) the Company’s pastcompetitors; (ix) employment lists, and salary, compensation and other information regarding employees, agents, independent contractors, consultants and representatives of the Company; (x) internally developed computer programs and software and specialized computer programs and source code; (xi) internal procedures, programs, reports and forms of the Company; (xii) the Company’s and its employees’ business relationships with current and prospective portfolio companies)clients; providedand (xiii) other confidential, however, that such term, shall not include any trade secret and/or proprietary information that (x) is or becomes generally known or available other than as a result of a disclosure by allows the Executive or (y) is or becomes known or available Company to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) compete successfully. The Executive confirms further recognizes and acknowledges that all Confidential Information is the exclusive property of the Company. All business records, papers is material and documents kept or made by confidential, and is critical to the Executive while employed by the Company relating to successful conduct of the business of the Company shall be Company. Accordingly, the Executive hereby covenants and remain agrees that he will use the property Confidential Information for the benefit of the Company at all times. Upon the request of the Company only and shall not at any time, directly or indirectly, during the term of this Agreement and thereafter divulge, reveal or communicate any Confidential Information to any person, firm, corporation or entity whatsoever, or use any Confidential Information for his own benefit or for the benefit of others. Further, Executive shall promptly deliver agrees that he will return all of the Company’s property, documents and information including, but without limitation, the Confidential Information to the Company, and shall retain no copies of, any written materials, records and documents made by Company upon the Executive or coming into the Executive’s possession while employed earlier of (1) a request by the Company concerning or (2) at the business or affairs time Executive’s employment with the Company terminates regardless of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to reason for such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companytermination.

Confidential Information. (a) The Executive recognizes Employee acknowledges and agrees that the services to be performed by the Executive hereunder are specialcustomers, uniquebusiness connections, customer lists, procedures, operations, techniques, and extraordinary other aspects of and that, information about the business of the Company and its Subsidiaries (the "Confidential Information") are established at great expense and protected as confidential information and provide the Company and its Subsidiaries with a substantial competitive advantage in conducting their business. The Employee further acknowledges and agrees that by reason virtue of such his past employment with the Company, the Executive may acquire Confidential Information concerning the operation and by virtue of his employment with the Company, the use or disclosure of which would cause he has had access to and will have access to, and has been entrusted with and will be entrusted with, Confidential Information, and that the Company substantial would suffer great loss and damages which could injury if the Employee would disclose this information or use in a manner not be readily calculated specifically authorized by the Company. Therefore, the Employee agrees that during the Employment Period and for which no remedy at law would be adequate. Accordinglyfive (5) years thereafter, the Executive agrees that the Executive he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunderdisclose, (i) knowingly use for an improper personal benefit or cause to be used or disclosed, any Confidential Information Information, unless and to the extent that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes become generally known or to and available for use by the public other than as a result of a disclosure by the Executive Employee's acts or (y) is or becomes known or available omissions. The Employee shall deliver to the Executive on a nonconfidential basis from a source Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (other than the Companyand copies thereof) that, relating to the Executive’s knowledgeConfidential Information, is Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control. The Employee acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation patentable) which relate to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property 's or any of the Company. All business recordsits Subsidiaries' actual or anticipated business, papers research and documents kept development or existing or future products or services and which are conceived, developed or made by the Executive Employee while employed by the Company relating and its Subsidiaries ("Work Product") belong to the business of Company or such Subsidiary, as the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companycase may be.

Confidential Information. (a) The Executive Employee acknowledges and recognizes that Employee is, or will be, employed by Company in a confidential relationship and may receive and have access to the services to be performed confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets of Company ("Confidential Information"). Employee may develop ideas, conceptions, inventions, processes, methods, products and improvements; and Employee may receive disclosures of ideas, conceptions, inventions, processes, methods, products and improvements made by the Executive hereunder are special, unique, other employees of Company ("Company Inventions"). Employee may participate with Company in improving and extraordinary and that, by reason of such employment with the Company, the Executive may acquire developing Confidential Information concerning and Company Inventions. Confidential Information and Company Inventions developed on behalf of Company are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company's competitors who do not know or use the operation Confidential Information or Company Inventions. Protection of the Company, the Confidential Information and Company Inventions against unauthorized disclosure and use or disclosure is of which would cause the critical importance to Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequatein maintaining its competitive position. Accordingly, the Executive Employee agrees that the Executive Employee will not (directly or indirectly) not, at any time, whether during or after the Executive’s employment hereunderEmployment Period, (i) knowingly make any independent use for an improper personal benefit of, or disclose to any other person or organization, except as authorized by Company in writing, any Confidential Information that the Executive may learn or has learned by reason Company Inventions. Upon termination of the Executive’s employment with the Employment Period for any reason, Employee shall promptly deliver to Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, proceduresall drawings, manuals, confidential letters, notes, notebooks, reports, product price lists, customer lists, financial informationcustomer data, business plansmailing lists, prospects or opportunities (includingand all other materials and records of any kinds, as applicable, and all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, howevercopies thereof, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by may be in the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access tounder the control of, all such materials, records and documents relating Employee pertaining to Company's business including any disagreement, dispute that contain any Confidential Information or litigation (pending or threatened) between the Executive and the CompanyCompany Invention.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, Employee covenants and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive he will not (directly or indirectly) at any time, whether either during the Term or after thereafter, use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the Executive’s employment hereunder, business of the Company or any of its subsidiaries except (i) knowingly use while employed by the Company, in the business of and for an improper personal the benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose when required to do so by a court of competent jurisdiction, by any such Confidential Information to any Person except (A) in governmental agency having supervisory authority over the performance business of the Executive’s obligations Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company hereunderto divulge, (B) as required by applicable law, (C) in connection with the enforcement disclose or make accessible such information. For purposes of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes shall mean non-public information with respect to the operation and performance of concerning the Company’s or any of its subsidiaries’ financial data, its investmentsstatistical data, portfolio companies, products, services, facilitiesstrategic business plans, product methodsdevelopment (or other proprietary product data), research customer and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price supplier lists, customer lists, financial and supplier information, business plansinformation relating to practices, prospects or opportunities (includingprocesses, as applicablemethods, all trade secrets, marketing plans and other non-public, proprietary and confidential information of the foregoing information regarding the Company’s past, current and prospective portfolio companies)Company or any of its subsidiaries; provided, however, that such term, Confidential Information shall not include any information that which (x) is or becomes known generally known or available to the public other than as a result of a unauthorized disclosure by the Executive or Employee, (y) is or becomes known or available to the Executive Employee on a nonconfidential non-confidential basis from a source (other than the CompanyCompany or any of its subsidiaries or (z) that, was available to the Executive’s knowledge, is not prohibited from disclosing such information Employee on a non-confidential basis prior to the Executive by a legal, contractual, fiduciary or other obligation its disclosure to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed Employee by the Company relating to the business or any of the Company shall be its subsidiaries. It is specifically understood and remain the property of the Company at all times. Upon the request of the Company at agreed by Employee that any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made Confidential Information received by the Executive or coming into the Executive’s possession while employed Employee during his Employment by the Company concerning is deemed Confidential Information for purposes of this Agreement. In the business or affairs of event Employee’s Employment is terminated hereunder for any reason, he immediately shall return to the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companytangible Confidential Information in his possession.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, Consultant acknowledges and extraordinary and agrees that, by reason during the course of such employment with providing the Consulting Services to the Company, he will have access to secret and confidential information relating to the Executive Company (the “Confidential Information”) and that the following restrictive covenants are necessary to protect the interests and continued success of Company. Except in the course of the performance of the duties of the Consultant hereunder during the Term in good faith for the sole and exclusive benefit of the Company and in accordance with such confidentiality practices as may acquire Confidential Information concerning the operation of be established from time to time by the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyexcept where required by law, the Executive agrees that the Executive will Consultant shall not (directly disclose any Confidential Information to any person or indirectly) entity at any time, whether time during or after the Executive’s employment hereunderexpiration or earlier termination of this Agreement. As used in this Agreement, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn includes, without limitation, all information of a technical or has learned by reason commercial nature (such as information consisting of the Executive’s employment with research and development, patents, trademarks and copyrights and applications thereto, formulas, codes, computer programs, software, methodologies, processes, innovations, software tools, know-how, knowledge, designs, drawings specifications, concepts, data, reports, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts and personnel information), whether written or oral, relating to the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive business and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance affairs of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and customers and/or other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, associates. The term "Confidential Information" shall not include any information that (xi) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or has been made available to the Executive public generally through no fault of or no breach of any duty or obligation owed by the Consultant; (ii) that the Company regularly gives to third parties without restriction on a nonconfidential basis use or disclosure; (iii) that is shown by documentary evidence to have been independently developed by the Consultant after the date the Consultant ceases to act for the Company in any capacity, without access to or utilizing any relevant Confidential Information; or (iv) that has been received lawfully and in good faith after the date the Consultant ceases to act for the Company in any capacity from a source (other than the Company) that, to the Executive’s knowledge, is third party who did not prohibited derive it from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business recordsIf the Consultant is required by law, papers and documents kept including, without limitation, by subpoena or made by civil discovery request, to disclose any Confidential Information, the Executive while employed by Consultant shall immediately notify the Company relating in writing of the particulars of such requested disclosure and shall reasonably cooperate with the Company in seeking a protective order prohibiting or limiting such disclosure to the business of the Company shall be and remain the property of the Company at all timesextent permitted by law. Upon the request of the Company at In any timeevent, the Executive Consultant shall promptly deliver limit its disclosure of Confidential Information to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs that portion of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating such Confidential Information that it is legally required to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companydisclose.

Confidential Information. (a) The During the Term and continuing thereafter indefinitely, Executive recognizes that shall hold in a fiduciary capacity for the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation benefit of the Company, the and shall not directly or indirectly use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglydisclose, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn have acquired (whether or has learned not developed or compiled by reason Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of the Executive’s employment with by the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with its Affiliates without the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect Managers unless and except to the operation and extent that such disclosure is (i) made in the ordinary course of Executive’s performance of his duties under this Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and Company prompt notice of such subpoena or other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of legal process in order to permit the foregoing information regarding the Company’s past, current and prospective portfolio companiesCompany to seek appropriate protective orders); provided, however, that nothing contained in this Agreement shall limit Executive’s ability to communicate with any federal or state government agency or otherwise participate in any investigation or proceeding that may be conducted by any such termfederal or state government agency, shall including by providing documents or other Confidential Information, without notice to the Company or the Board of Managers. This Agreement does not include limit Executive’s right to receive an award for any information provided to any federal or state government agency. “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its subsidiaries or affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, advertising campaigns, information regarding customers or suppliers, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans and the terms and conditions of this Agreement that has not become generally available to the public. Notwithstanding anything to the contrary contained herein, the term “Confidential Information” shall in no event apply to any information which (x) is was generally available to or becomes known by the public prior to the Commencement Date; (y) has become generally available to or known or available by the public after the Commencement Date other than as a the result of a direct or indirect disclosure by the Executive; and (z) was known and used by Executive or (y) is or becomes known or available prior to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive his Employment by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating Subject to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timeexceptions in this paragraph, the Executive shall promptly deliver existence and terms of this Agreement are confidential and are not to the Company, and shall retain no copies of, be disclosed to or discussed with any written materials, records and documents made by the Executive or coming into the other person except Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materialsattorneys, records accountants, bankers and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyfinancial advisors.

Confidential Information. As used in this Agreement, “Confidential Information” means information belonging to the Company or its Affiliates which is of value to the Company or any of its Affiliates in the course of conducting its business (a) The Executive recognizes that the services whether having existed, now existing, or to be performed developed or created during Employee’s employment by Company) and the disclosure of which could result in a competitive or other disadvantage to the Company or its Affiliates. Confidential Information includes, without limitation, contract terms and rates; negotiating and contracting strategies; financial information, reports, and forecasts; inventions, improvements and other intellectual property; product plans or proposed product plans; trade secrets; designs, processes or formulae; software; market or sales information, plans or strategies; employee, customer, patient, provider and supplier information; information from patient medical records; financial data; insurance reimbursement methodologies, strategies and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Executive hereunder are specialCompany or its Affiliates, uniqueincluding, and extraordinary and thatwithout limitation, the management of the Company or its Affiliates. Confidential Information includes information developed by reason the Employee in the course of such the Employee’s employment with by the Company, as well as other information to which the Executive Employee may acquire have access in connection with the Employee’s employment. Confidential Information concerning also includes the operation confidential information of the Company, the use or disclosure of others with which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such its Affiliates has a business relationship. Notwithstanding the foregoing, Confidential Information to any Person except (A) does not include information in the performance public domain, unless due to breach of the ExecutiveEmployee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the obligations in this Agreement, or unless due to violation of another Person’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect its Affiliates that Employee should have taken reasonable measures to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, prevent but that such term, shall Employee did not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytake. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) As used in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes means information with respect belonging to the operation Employer or its Affiliates which is of value to the Employer or any of its Affiliates in the course of conducting its business (whether having existed, now existing, or to be developed or created during Employee’s employment by Employer) and performance the disclosure of which could result in a competitive or other disadvantage to the CompanyEmployer or its Affiliates. Confidential Information includes, its investmentswithout limitation, portfolio companiescontract terms and rates; negotiating and contracting strategies; facility participation status; financial information, productsreports, servicesand forecasts; inventions, facilities, product methods, research and development, trade secrets improvements and other intellectual property; product plans or proposed product plans; trade secrets; know how; designs, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial processes or formulae; software; market or sales information, plans or strategies; employee, customer, patient, provider and supplier information; information from patient medical records; financial data; insurance reimbursement methodologies, strategies, and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals; and business plans, prospects or and opportunities (includingsuch as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Employer or its Affiliates, including without limitation the management of the Employer or its Affiliates. Confidential Information includes information developed by the Employee in the course of the Employee’s employment by the Employer, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available well as other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to which the Executive by a legal, contractual, fiduciary or other obligation to Employee may have access in connection with the Company. (b) The Executive confirms that all Employee’s employment. Confidential Information is also includes the exclusive property confidential information of others with which the Company. All Employer or its Affiliates has a business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairsrelationship. Notwithstanding the foregoing, Confidential Information does not include information in the Executive shall be permitted public domain, unless due to retain copies ofbreach of the Employee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the obligations in this Agreement, or unless due to violation of another person’s obligations to the Employer or its Affiliates that Employee should have access to, all such materials, records and documents relating taken reasonable measures to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.prevent but that Employee did not take..

Confidential Information. (a) The Executive recognizes Grantee understands and acknowledges that during the services to be performed course of the Grantee’s employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Grantee will have access to and learn about Confidential Information concerning belonging to the operation Company. For purposes of the CompanyCovenants, "Confidential Information" is all information not generally known to the use public and developed or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned maintained by reason of the Executive’s employment with the Company or (ii) disclose its agents in spoken, printed, electronic or any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations other form or medium, relating directly or indirectly to the Company hereunderCompany’s: business processes, (B) as required by applicable lawpractices, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and developmentpolicies, plans, operations, strategies, agreements, contracts, transactions, potential transactions, know-how, trade secrets and other secrets, intellectual property, works-in-process, databases, systems, patents vendor and patent applications, procedures, manuals, confidential reports, product price lists, customer listssupplier information, financial information, business plansaccounting information, prospects or opportunities (includingaccounting records, as applicablelegal information, all marketing information, advertising information, pricing information, credit information, design information, personnel information, market studies, sales information, revenue, costs, customer information, manufacturing information, transportation and logistics information, and factory lists of the foregoing Company or of any other person or entity that has entrusted information regarding to the Company’s pastCompany in confidence. The Grantee understands that the above list is not exhaustive, current and prospective portfolio companies); provided, however, that such term, shall not include any Confidential Information also includes other information that (x) is marked or becomes generally otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or available other than used. The Grantee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating and developing its vendor base, increasing its customer base, expanding the number of geographic markets in which it operates, training its executives, developing best operational practices, and negotiating highly competitive prices in the discount retail sector so as to provide the best value possible to its customers. the Grantee understands and acknowledges that as a result of these ongoing efforts, the Company has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a disclosure by competitive advantage over others in the Executive or (y) marketplace, and it is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation essential to the Company. (b) The Executive confirms that all ’s success moving forward. Confidential Information shall not include information that is generally available to and known by the exclusive property public at the time of disclosure to the Grantee, provided that such disclosure is through no direct or indirect fault of the Company. All business records, papers and documents kept Grantee or made by anyone acting on the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the ExecutiveGrantee’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companybehalf.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information.” Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that related to the Executive may learn Company’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information to any Person except (A) in includes, without specific limitation, the information, observations and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Company’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities (includingemployee lists and telephone numbers, as applicablelocations of sales representatives, all new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of the foregoing information regarding the Company’s pastproviding service, current support and prospective portfolio companies); providedequipment. Therefore, however, Executive agrees that such term, he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source (other than Company at the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property end of the Company. All business Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, papers reports and other documents kept or made by the Executive while employed by the Company (and copies thereof) relating to the business of the Company or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control. (b) During the Employment Period, Executive shall be not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and remain shall not bring onto the property premises of the Company or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by the Company or its Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at all timesany time during this employment with the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive represents and warrants to the Company that Executive took nothing with him which belonged to any former employer when Executive left his prior position and that Executive has nothing that contains any information which belongs to any former employer. Upon If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive’s former employer. The Company does not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the request performance of Executive’s duties hereunder. (d) Executive understands that the Company and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of paragraph 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company at any time, the Executive shall promptly deliver or its Subsidiaries and Affiliates who need to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by know such information in connection with their work for the Company concerning or such Subsidiaries and Affiliates) or use, except in connection with his work for the business Company or affairs its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyBoard in writing.

Confidential Information. (a) The Executive recognizes Employee acknowledges that the services continued success of the Company and its Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential, proprietary, and/or trade secret information. All such confidential, proprietary and trade secret information now existing or developed during the term of Employee’s employment hereunder will be referred to in this Agreement as “Confidential Information.” Confidential Information will be performed interpreted broadly to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s or its Subsidiaries’ business and (ii) not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Employee during the Executive hereunder are specialcourse of his performance under this Agreement concerning the business and affairs of the Company and its Subsidiaries and affiliates, unique, and extraordinary and that, by reason information concerning acquisition opportunities in or reasonably related to the Company’ or its Subsidiaries’ or affiliates’ business or industry of such which Employee becomes aware during Employee’s employment with the Company, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Company, the use any one or disclosure more of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether them during or after the ExecutiveEmployee’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason course of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities (includingconfidential employee lists and contact information, as applicablecompensation and incentive structures and strategies, all confidential information concerning sales, including volumes, pricing, and margins, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of the foregoing information regarding the Company’s pastproviding service, current support and prospective portfolio companies); providedequipment. Therefore, however, Employee agrees that such term, he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Employee’s improper acts or omissions to act or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is court order. Employee agrees that he shall not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all disclose any Confidential Information is the exclusive property of the Companyafter his employment ends. All business records, papers and documents kept or made by the Executive while employed If requested by the Company in writing, Employee agrees to deliver to the Company at the end of Employee’s employment with the Company, or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (and copies thereof and all electronic data residing on any electronic device) relating to the business of the Company or its Subsidiaries or affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control, provided that Employee may retain copies of Employee’s personnel information, such as performance evaluations, payroll information and the like. (b) During Employee’s employment with the Company, Employee shall be not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Employee has an obligation of confidentiality, and remain shall not bring onto the property premises of the Company or its Subsidiaries or affiliates any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by the former employer or person. Employee shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to Employee’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by the Company or its Subsidiaries or affiliates or (iii) in the case of materials, property or information belonging to any former employer or other person to whom Employee has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at all timesany time during employment with the Company or any Subsidiary of the Company, Employee believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Employee may have to former employers or other persons, Employee shall promptly advise the Board so that Employee’s duties can be modified appropriately. (c) Employee shall promptly notify the Company of any intended or unintended, unauthorized disclosure or use of any trade secrets or Confidential Information by Employee or any other person or entity of which Employee becomes aware. Upon Employee shall cooperate fully with the request Company in the procurement of any protection of the Company’ rights to or in any of the trade secrets or Confidential Information. (d) Employee understands that the Company and its Subsidiaries and affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During Employee’s employment with the Company and thereafter, and without in any way limiting the provisions of Section 6(a) above, Employee will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company at or its Subsidiaries and affiliates who need to know such information in connection with their work for the Company or such Subsidiaries and affiliates) or use, except in connection with his work for the Company or its Subsidiaries and affiliates, such Third Party Information unless expressly authorized by the Board’s written consent. (e) Notwithstanding anything to the contrary contained herein: (1) nothing in this Agreement shall prohibit Employee from reporting possible violations of federal or state law or regulation to, or otherwise cooperating with or providing information requested by, any timegovernmental agency or entity, including, but not limited to, the Executive shall promptly deliver to Department of Justice, the CompanySecurities and Exchange Commission, the Congress, and shall retain no copies ofany agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employee does not need the prior authorization of the Company to make any written materialssuch reports or disclosures and is not required to notify the Company that he has made such reports or disclosures; and (2) Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (A) in confidence to a federal, records state, or local government official, either directly or indirectly, or to an attorney and documents (B) solely for the purposes of reporting or investigating a suspected violation of law or is made by the Executive in a complaint or coming into the Executive’s possession while employed other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by the Company concerning the business or affairs for reporting a suspected violation of the Company other than personal materialslaw, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and Employee may disclose the Company’s trade secrets to his attorney and use the trade secret information in the court proceeding if Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

Confidential Information. (a) The Executive recognizes agrees that: (A) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the services Executive has express authorization from the Company, he shall keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason during the course of such his employment with the Company, and not to disclose the Executive may acquire Confidential Information concerning the operation of the Companysame, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (either directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except other person, firm, or business entity, or to use it in any way. (AB) in Upon his Termination Date or at the performance of the ExecutiveCompany’s obligations earlier request, he will promptly return to the Company hereunderany and all records, (B) as required by applicable lawdocuments, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual physical property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary computer disks or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company materials relating to the business of the Company and its affiliates obtained by him during his course of employment with the Company. (C) The Executive shall keep the Company informed of, and shall execute such assignments as may be necessary to transfer to the Company or its affiliates the benefits of, any inventions, discoveries, improvements, trade secrets, developments, processes, and remain procedures made by the Executive, in whole or in part, or conceived by the Executive either alone or with others, which result from any work which the Executive may do for or at the request of the Company, whether or not conceived by the Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Executive’s termination of employment. The Executive shall assist the Company or other nominated by it, to obtain patents, trademarks and service marks and the Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company and its affiliates the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company at and its affiliates. The Executive shall deliver to the Company all timessketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto. (D) To the extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. Upon To the request extent that the Executive obtains information on behalf of the Company at or any timeof its affiliates that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall promptly deliver take reasonable steps to maintain the Companyconfidentiality of such information and to preserve such privilege. (E) Nothing in the foregoing provisions of this Section 4 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of its affiliates, knowledge which was acquired by him during the course of his employment with the Company and its affiliates, and shall retain no copies of, any written materials, records and documents made by which is generally known to persons of his experience in other companies in the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companysame industry.

Confidential Information. (a) The Executive recognizes acknowledges that the Company and its Subsidiaries are engaged in the business of acquiring businesses that provide electronic commerce services and operating those businesses after their acquisition (the "BUSINESS"). Executive further acknowledges that the Business and its continued success depend upon the use and protection of a large body of confidential and proprietary information, and that he holds a position of trust and confidence by virtue of which he necessarily possesses, has access to and, as a consequence of his signing this Agreement, will continue to possess and have access to, highly valuable, confidential and proprietary information of the Company and its Subsidiaries not known to the public in general, and that it would be improper for him to make use of this information for the benefit of himself and others. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as "CONFIDENTIAL INFORMATION." This includes, without limitation, information relating to the nature and operation of the Business, the persons, firms and corporations which are customers or active prospects of the Company during Executive's employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Company's development, transition and transformation plans, methodology and methods of doing business, strategic, acquisition, marketing and expansion plans, including plans regarding planned and potential acquisitions and sales, financial and business plans, employee lists, numbers and location of sales representatives, new and existing programs and services (and those under development), prices and terms, customer service, integration processes requirements, costs of providing service, support and equipment and equipment maintenance costs. Confidential Information concerning shall not include any information that has become generally known to and available for use by the operation public other than as a result of the Company, the use Executive's acts or disclosure omissions. (b) Disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with Company shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)United States; provided, however, that such term, (i) Executive shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available first have given prompt notice to the Company of any such possible or prospective order (or proceeding pursuant to which any such order may result) and (ii) Executive on shall afford the Company a nonconfidential basis from a source (other than the Company) that, reasonable opportunity to the Executive’s knowledge, is not prohibited from disclosing prevent or limit any such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companydisclosure. (bc) The During the Employment Period and at all times thereafter, Executive confirms will preserve and protect as confidential all of the Confidential Information known to Executive or at any time in Executive's possession or control. In addition, during the Employment Period and at all times thereafter, Executive will not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Board's written consent. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) containing or otherwise relating to any of the Confidential Information (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. Executive acknowledges that all Confidential Information is the exclusive property of the Company. All business such memoranda, notes, plans, records, papers reports and other documents kept or made by the Executive while employed by the Company relating to the business of the Company shall are and at all times will be and remain the property of the Company at all times. Upon the request Company. (d) Executive will fully comply with any agreement reasonably required by any of the Company at any timeCompany's affiliates, the Executive shall promptly deliver business partners, suppliers or contractors with respect to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs protection of the Company other than personal materials, records confidential and documents (including notes and correspondence) of the Executive not containing proprietary information relating to of such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyentities.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as “Confidential Information”. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the Executive hereunder are special, unique, course of his performance with Parent and extraordinary and that, by reason of such employment with its Subsidiaries or Affiliates (including the Company) concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive has become or becomes aware during his employment, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Companyany one or more of them during Executive’s course of performance, the use or disclosure as well as development, transition and transformation plans, methodologies and methods of which would cause the Company substantial loss doing business, strategic, marketing and damages which could not be readily calculated expansion plans, including plans regarding planned and for which no remedy at law would be adequatepotential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. AccordinglyTherefore, the Executive agrees that during his employment and thereafter he shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Executive will not (directly or indirectly) at Board’s prior written consent, unless and to the extent that any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act; or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of Parent or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that he may then possess or other obligation to the Companyhave under his control. (b) The During the Employment Period, Executive confirms that all Confidential Information is shall not use or disclose any confidential information, including trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the exclusive premises of Parent or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of the Company. All business records, papers and documents kept or made confidentiality unless consented to in writing by the former employer or Person. Executive while employed shall use in the performance of his duties only information that is (1) generally known and used by persons with training and experience comparable to Executive’s and that is (i) common knowledge in the Company relating industry or (ii) is otherwise legally in the public domain; (2) otherwise provided or developed by Parent or its Subsidiaries or Affiliates; or (3) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during the Employment Period, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive represents and warrants to the business of the Company shall be Parent and remain the property of the Company at all timesits Subsidiaries that Executive took nothing with him that belonged to any former employer when Executive left his position(s) with such employer(s) that Executive was not authorized to take and that Executive has nothing that contains any confidential information that belongs to any former employer. Upon the request of the Company If at any timetime Executive discovers that this representation is incorrect, the Executive shall promptly deliver return any such materials to the CompanyExecutive’s former employer(s). Parent and its Subsidiaries do not want any such materials, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall not be permitted to retain copies ofuse or refer to any such materials in the performance of Executive’s duties hereunder. (d) Executive understands that Parent and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Parent’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of Parent or its Subsidiaries and Affiliates who need to know such information in connection with their work for Parent or such Subsidiaries and Affiliates) or use, except in connection with his work for Parent or its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing. (e) Under the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or have access tolocal government official, all either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made to Executive’s attorney in relation to a lawsuit for retaliation against the Company for reporting a suspected violation of law; or (3) is made in a complaint or other document filed in a lawsuit or other proceeding, if such materialsfiling is made under seal. Further, records and documents relating nothing in this Agreement prevents Executive from providing, without prior notice to the Company or its Affiliates, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any disagreement, dispute investigation or litigation (pending or threatened) between the Executive and the Companyproceeding by any governmental authorities regarding possible legal violations.

Confidential Information. (a) For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Executive. The Executive recognizes parties agree that the services to be performed Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive hereunder are special, unique, and extraordinary and that, by reason of such Executive's employment with the Company, Executive will have access to, and be entrusted with, Confidential Information and that the Company would suffer great loss and injury if the Executive may acquire would disclose this information or use it to compete with the Company. Therefore, the Executive agrees that during the term of Executive's employment, and until the first to occur of (i) such time as the Confidential Information concerning becomes generally available to the operation public through no fault of Executive, (ii) such time as the Confidential Information no longer provides a benefit to the Company or (iii) the second anniversary of the termination of Executive's employment with the Company, Executive will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Executive's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) have participated in the performance discovery and the development of that information. Executive also agrees and acknowledges that Executive will comply with all applicable laws regarding ixxxxxx xxxxxxx or the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) use of material nonpublic information in connection with the enforcement trading of the Executive’s rights under securities. For purposes of this AgreementSection 10, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property subsidiaries of the Company. All business records, papers and documents kept In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or made by withholding any amounts otherwise payable to the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyunder this Agreement.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed developed in the future shall be referred to herein as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s or its Affiliates’ current or potential business and (ii) is not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by Executive during the course of Executive’s performance under this Agreement concerning the business and affairs of the Company and its Affiliates and/or during any prior employment with the Company and/or any of its predecessors, information concerning acquisition opportunities in or reasonably related to the Company’s or its Affiliates’ business or industry of which Executive hereunder are special, unique, and extraordinary and that, by reason of such becomes aware through Executive’s employment with the Company, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Company, the use any one or disclosure more of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether them during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason course of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) product research and development, product formulations, and product formulation techniques and processes, as well as development, transition and transformation plans, methodologies and methods of doing business, all trade secrets, intellectual property, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, support and equipment. Therefore, Executive agrees that Executive shall only use such Confidential Information as may be required on behalf of the Company or its Affiliates in connection with any disagreement, dispute or litigation (pending or threatened) between Executive’s performance under this Agreement and solely in the Executive and best interests of the Company and/or its Affiliates; and that Executive shall not disclose to or (E) with for the benefit of any unauthorized person or for Executive’s use for Executive’s own account any of such Confidential Information without the prior written consent of the Board of Directors. As used hereinCompany’s Chief Executive Officer, “Confidential Information” includes information with respect unless and to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities extent that any Confidential Information (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions, or (yii) is or becomes known or available required to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating disclosed pursuant to any disagreement, dispute applicable law or litigation (pending or threatened) between the Executive and the Companycourt order.

Confidential Information. Executive acknowledges that Executive’s employment by the Company or another member of the Company Group will, during Executive’s employment, bring Executive into close contact with confidential affairs of the Company Group, including information about costs, profits, markets, sales, products, key personnel, organizational plans, pricing policies, operational methods, technical processes, trade secrets, plans for future development, strategic plans of the most valuable nature and other business affairs and methods and other information not readily available to the public. All such information and all other information regarding the Company or its affiliates (aregardless of whether obtained by, or made available to, Executive prior to the date of this Agreement or hereafter) The is referred to herein as “Confidential Information.” Executive recognizes further acknowledges that the services to be performed by the Executive hereunder under this Agreement are of a special, unique, and unusual, extraordinary and thatintellectual character. During the Employment Period and thereafter, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation agrees to keep secret all confidential matters of the Company, the use or disclosure of which would cause Company Group (including all Confidential Information) and shall not disclose such matters to anyone outside the Company substantial loss Group, or to anyone inside the Company Group who does not have a need to know or use such information, and damages which could shall not be readily calculated and use such information for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that or the Executive may learn or has learned by reason benefit of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person a third party except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (xi) is Executive shall have no such obligation to the extent such matters are or becomes generally become publicly known or available other than as a result of a disclosure by the Executive’s breach of Executive’s obligations hereunder and (ii) Executive or (y) is or becomes known or available may, after giving prior notice to the Executive on a nonconfidential basis from a source (other than the Company) that, Company to the Executive’s knowledgeextent practicable under the circumstances, is not prohibited from disclosing disclose such information matters to the Executive extent required by a legalapplicable laws or governmental regulations or judicial or regulatory process. For the avoidance of doubt, contractual, fiduciary such confidential matters (and Confidential Information) include any oral or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company written information relating to the business any member of the Company Group or any of their respective officers, directors, employees, agents and joint venture partners. In addition, Executive agrees that the terms of this Agreement shall be deemed confidential and remain shall not be discussed or disclosed by Executive with any person other than Executive’s spouse (if applicable), attorney or accountant; provided, that such discussions or disclosures shall be conditioned upon the property agreement of the Company at all timesperson to whom the terms are disclosed to maintain the confidentiality of such terms, or as provided in clause (i) or (ii) above. Upon This confidentiality covenant is not intended to, and shall be interpreted in a manner that does not, limit or restrict Executive from exercising any legally protected whistleblower rights under any applicable law and receiving compensation therefor if provided by applicable law or rule for information provided to a governmental entity. Executive is hereby notified that the request immunity provisions in Section 1833 of title 18 of the Company United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. Moreover, Executive acknowledges and agrees that Executive shall not at any time, directly or indirectly, take any action, or encourage others to take any action, to denigrate, ridicule, criticize or disparage the Executive shall promptly deliver Company or any of its affiliates, or any of their respective current or former officers, directors, employees, joint venture partners, products, services or customers to any third party (whether through non-public communication with any person, social media or in any public communication to the Companymedia). In addition, and shall retain no copies ofExecutive agrees that Executive will not improperly use, any written materials, records and documents made by the Executive disclose or coming into the Executive’s possession while employed by induce the Company concerning the business or affairs any other member of the Company Group to use any confidential or proprietary information or trade secrets of any former or concurrent employer or other than personal materialsperson or entity, records and documents (including notes and correspondence) nor will Executive bring onto the premises of the Executive not containing Company or any other member of the Company Group any confidential or proprietary information relating or trade secrets belonging to any such business employer, person or affairsentity unless consented to in writing by both the Company and such employer, person or entity. Notwithstanding the foregoing, the Nothing contained in this Section 10(a) shall preclude Executive shall be permitted from enforcing his rights under this Agreement or truthfully testifying in response to retain copies oflegal process or a governmental inquiry, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between providing confidential performance reviews in the Executive and the Companyordinary course of his services hereunder.

Confidential Information. The Executive hereby covenants, agrees and acknowledges as follows: (a) The Executive recognizes that has and will have access to and will participate in the services development of or be acquainted with confidential or proprietary information and trade secrets related to be performed by the Executive hereunder are specialbusiness of the Company and any other present or future subsidiaries or affiliates of the Company (collectively, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company"Companies"), the use or disclosure of which would cause the Company substantial loss and damages which could including but not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, limited to (i) knowingly use for an improper personal benefit customer and physician lists; patient histories, patient identities and related records and compilations of information; the identify, lists or descriptions of any Confidential Information that the Executive may learn new customers or has learned by reason of the Executive’s employment with the Company physicians, referral sources or organizations; financial statements; cost reports or other financial information; contract proposals or bidding information; business plans; training and operations methods and manuals; personnel records; software programs; reports and correspondence; premium structures; and management systems, policies or procedures, including related forms and manuals; (ii) disclose any information pertaining to future developments such as future marketing or acquisition plans or ideas, and potential new business locations and new suppliers and (iii) all other tangible and intangible property, which are used in the business and operations of the Companies but not made public. The information and trade secrets relating to the business of the Companies and described hereinabove in this paragraph (a) are hereinafter referred to collectively as the "Confidential Information", provided that the term Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) that is or becomes become generally known or publicly available (other than as a result of a disclosure violation of this Agreement by the Executive Executive) or (y) is or becomes known or available to that the Executive receives on a nonconfidential basis from a source (other than the CompanyCompanies or their representatives) that, to the Executive’s knowledge, that is not prohibited from disclosing such information known by him to be bound by an obligation of secrecy or confidentiality to any of the Executive by a legal, contractual, fiduciary or other obligation to the CompanyCompanies. (b) The Executive confirms that all shall not disclose, use or make known for his or another's benefit any Confidential Information or use such Confidential Information in any way except as is in the exclusive property best interests of the CompanyCompanies in the performance of the Executive's duties under this Agreement. All business recordsThe Executive may disclose Confidential Information when required by a third party and applicable law or judicial process, papers but only after providing (I) notice to the Company of any third party's request for such information, which notice shall include the Executive's intent with respect to such request, and documents kept (ii) sufficient opportunity for the Company to challenge or made by limit the scope of the disclosure on behalf of the Companies, the Executive while employed by or both. (c) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would be inadequate and, therefore, agrees that the Companies shall be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Companies from pursuing any other rights and remedies available for any such breach or threatened breach. (d) The Executive agrees that upon termination of his employment with the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at for any timereason, the Executive shall promptly deliver forthwith return to the CompanyCompany all Confidential Information in whatever form maintained (including, without limitation, computer discs and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents electronic media). (including notes and correspondencee) The obligations of the Executive not containing proprietary information relating to such business under this Section 6 shall, except as otherwise provided herein, survive the termination of the Employment Term and the expiration or affairs. Notwithstanding termination of this Agreement. (f) Without limiting the foregoinggenerality of Section 10 hereof, the Executive hereby expressly agrees that the foregoing provisions of this Section 6 shall be permitted to retain copies ofbinding upon the Executive's heirs, or have access to, all such materials, records successors and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companylegal representatives.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed as a result of his employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire will obtain Confidential Information concerning as to the operation of Company and its Affiliates and the CompanyCompany and its Affiliates will suffer substantial damage, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglydifficult to ascertain, the if Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly should use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance and that because of the Executive’s obligations nature of the information that will be known to Executive it is necessary for the Company hereunder, (B) as required and its Affiliates to be protected by applicable law, (C) in connection with the enforcement confidentiality restrictions set forth herein. For purposes of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial means information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current observations and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company data concerning the business or affairs of the Company and its subsidiaries and Affiliates, including, without limitation, all business information (whether or not in written form) which relates to the Company, its subsidiaries or Affiliates, or their customers, suppliers or contractors or any other third parties in respect of which the Company or its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than personal materialsas a result of Executive’s breach of this Agreement, including but not limited to: technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and documents (including notes habits; product sales records and correspondence) of the Executive not containing proprietary documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to such business or affairs. Notwithstanding the foregoingpricing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records competitive strategies and documents new product development; information relating to any disagreement, dispute forms of compensation or litigation other personnel-related information; contracts; and supplier lists. Confidential Information will not include (pending i) such information known to Executive prior to Executive’s involvement with the Company or threatenedits subsidiaries or Affiliates or information obtained from a third party (other than pursuant to a breach by Executive of this Agreement) between the Executive and the Companyor (ii) contact information contained in Executive’s personal rolodex or electronic address book.

Confidential Information. (a) The Executive recognizes acknowledges that the services Company is engaged in the business of software engineering and it builds and implements complex and highly customized systems supporting large scale electronic commerce businesses (the “Business”). Executive further acknowledges that the Business and its continued success depend upon the use and protection of a large body of confidential and proprietary information, and that he holds a position of trust and confidence by virtue of which he necessarily possesses, has access to and, as a consequence of his signing this Agreement, will continue to possess and have access to, highly valuable, confidential and proprietary information of the Company not known to the public in general, and that it would be improper for him to make use of this information for the benefit of himself and others. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as “Confidential Information.” This includes, without limitation, information relating to the nature and operation of the Business or any other business conducted by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning persons, firms and corporations which are customers or active prospects of the operation of Company during Executive’s employment by the Company, the Business’ development transition and transformation plans, methodology and methods of doing business, strategic, acquisition, marketing and expansion plans, including plans regarding planned and potential acquisitions and sales, financial and business plans, employee lists, numbers and location of sales representatives, new and existing programs and services (and those under development), prices and terms, customer service, integration processes requirements, costs of providing service, support and equipment and equipment maintenance costs. Confidential Information shall not include any information that has become generally known to, and available for use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyby, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the public other than as a result of Executive’s employment hereunder, acts or omissions in contravention of the terms and provisions of this Agreement. (ib) knowingly use for an improper personal benefit Disclosure of any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with Company shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)United States; provided, however, that (i) Executive shall first have given prompt notice to the Company of any such termpossible or prospective order (or proceeding pursuant to which any such order may result) and (ii) Executive shall afford the Company a reasonable opportunity to prevent or limit any such disclosure. (c) During the Employment Period and for a period of three (3) years thereafter, shall not include any information that (x) is or becomes generally Executive will preserve and protect as confidential all of the Confidential Information known or available other than as a result of a disclosure by the to Executive or (y) is at any time in Executive’s possession. In addition, during the Employment Period and at all times thereafter, Executive will not disclose to any unauthorized person or becomes known use for his own account any of such Confidential Information without the Board’s or available the Chief Executive Officer’s written consent. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) containing or otherwise relating to any of the Confidential Information (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. Executive on a nonconfidential basis from a source (acknowledges that all such memoranda, notes, plans, records, reports and other than documents are, and at all times shall be and shall remain, the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to property of the Company. (bd) The Executive confirms that all Confidential Information is the exclusive property will fully comply with any agreement reasonably required by any of the Company. All ’s customers, both actual and potential, business recordspartners, papers and documents kept suppliers or made by the Executive while employed by the Company relating contractors with respect to the business protection of the Company shall be confidential and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to of such business persons or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyentities.

Confidential Information. (a) The Executive recognizes acknowledges that the Company is engaged in the business of providing heating, cooling and ventilation services for vehicles and providing related convenience services (the “Business”). Executive further acknowledges that the Business and its continued success depend upon the use and protection of a large body of confidential and proprietary information, and that he holds a position of trust and confidence by virtue of which he necessarily possesses, has access to and, as a consequence of his signing this Agreement, will continue to possess and have access to, highly valuable, confidential and proprietary information of the Company and its subsidiaries not known to the public in general, and that it would be improper for him to make use of this information for the benefit of himself and others. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as “Confidential Information.” This includes, without specific limitation, information relating to the Company’s marketing, products, internal management, the nature and operation of the Business, the persons, firms and corporations which are customers or active prospects of the Company during Executive’s employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Company’s methodology and methods of doing business, strategic, acquisition, marketing and expansion plans, including plans regarding planned and potential acquisitions and sales, financial and business plans, employee lists, numbers and location of sales representatives, new and existing programs and services (and those under development), prices and terms, fee structures, customer service, costs of providing service, support and equipment and equipment maintenance costs. Confidential Information concerning shall not include any information that has become generally known to and available for use by the operation public other than as a result of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, acts or omissions. (ib) knowingly use for an improper personal benefit Disclosure of any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any shall not be prohibited if such Confidential Information to any Person except (A) disclosure is required in the performance course of his employment or is directly pursuant to a valid and existing order of a court or other governmental body or agency within the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)United States; provided, however, that such term, (i) Executive shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available first have given prompt written notice to the Company of any such possible or prospective order (or proceeding pursuant to which any such order may result) and (ii) Executive on shall afford the Company a nonconfidential basis from a source (other than the reasonable opportunity to prevent or limit any such disclosure, all at Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyexpense. (bc) The Subject to Section 3(b), during the Employment Period and at all times thereafter, Executive confirms will not disclose to any unauthorized person or use for his own account any Confidential Information without the Board’s written consent. Executive agrees to deliver to the Company at a Separation as described in Section 1(e), or at any other time the Company may request in writing, all memoranda, notes, plans, records, emails, reports and other documents (and copies thereof) containing or otherwise relating to any of the Confidential Information (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. Executive acknowledges that all Confidential Information is the exclusive property of the Company. All business such memoranda, notes, plans, records, papers reports and other documents kept or made by the Executive while employed by the Company relating to the business of the Company shall are and at all times will be and remain the property of the Company at Company. (d) Executive agrees that all times. Upon files, papers, records, documents, equipment and similar items relating to the request Business and all Confidential Information, whether prepared, compiled by, or furnished to Executive in connection with Executive’s duties is the Company’s exclusive property and shall not be copied or removed from the Company’s premises except in furtherance of the Company’s business and all copies thereof shall be returned to the Company at any timeits request or upon termination of Executive’s employment. Executive further agrees that at the termination of his employment, regardless of the Executive reason for such termination, he shall promptly deliver to the CompanyCompany all computers, and shall retain no copies oflaptops, any written materialscredit cards, records telephones, PDAs, office equipment, software, discs, computer tapes and documents made by the Executive regarding or coming into the relating to Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and employment with the Company.

Confidential Information. At all times during the term of this Agreement, Employer shall provide Employee with access to “Confidential Information.” As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The Executive recognizes parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the services Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the general knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the industry other than as a result of its disclosure by Employee, or (iv) has been independently developed by Employee and may be performed disclosed by Employee without breach of this Agreement, provided, in each case, that Employee shall bear the Executive hereunder are specialburden of demonstrating that the information falls under one of the above-described exceptions. Pursuant to the Defend Trade Secrets Act of 2016, uniqueEmployee acknowledges that Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order. Additionally, notwithstanding anything herein to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to Employer, with any federal government agency having jurisdiction over Employer or its operations, and extraordinary and thatcooperating in any investigation by any such federal government agency. Unless disclosure is otherwise required by applicable law or stock exchange rules, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive Employee agrees that the Executive terms of this Agreement shall be deemed Confidential Information for purposes of this Section. Employee shall keep the terms of this Agreement strictly confidential and will not, without the prior written consent of Employer, disclose the details of this Agreement to any third party in any manner whatsoever in whole or in part, with the exception of Employee’s representatives (such as tax advisors and attorneys) who need to know such information. Employee agrees that Employee will not (directly or indirectly) at any time, whether during or after subsequent to the Executiveterm of Employee’s employment hereunderwith Employer, (i) knowingly in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use for an improper personal benefit or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section 8.4 resulting in material harm to Pediatrix or Employer is a material breach of this Agreement and shall constitute “Cause” for the Executive may learn or has learned by reason termination of the ExecutiveEmployee’s employment with hereunder pursuant to Section 4.1 hereof. In the Company or (ii) event that Employee is ordered to disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information , whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with respect prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot be achieved, the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result entry of a disclosure by the Executive protective order or (y) is other appropriate protective device or becomes known or available procedure in order to the Executive on a nonconfidential basis from a source (other than the Company) thatassure, to the Executive’s knowledgeextent practicable, is not prohibited from disclosing such information to compliance with the Executive provisions of this Agreement. In the case of any disclosure required by a legallaw, contractual, fiduciary or other obligation to Employee shall disclose only that portion of the Company. (b) The Executive confirms that all Confidential Information that Employee is the exclusive property of the Companyordered to disclose in a legally binding subpoena, demand or similar order issued pursuant to a legal or regulatory proceeding. All business Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, papers and documents kept in any media (including electronic or made by the Executive while employed by the Company video) containing Confidential Information or relating to the business of the Company Employer, which Employee shall prepare, use, construct, observe, possess, or control shall be and remain the Employer’s sole property of the Company at all times(collectively “Employer Property”). Upon the request termination or expiration of the Company at any timethis Agreement, the Executive or earlier upon Employer’s request, Employee shall promptly deliver to the CompanyEmployer all Employer Property, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyretaining none.

Confidential Information. (a) The Executive Director recognizes and acknowledges that the services Director will have access to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning (as defined below) relating to the operation business or interests of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) of persons with whom the Company may have business relationships. Except as permitted herein, the Director will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose any such Confidential Information or permit to be known to any Person other person or entity (except (A) as required by applicable law or in connection with the performance of the Executive’s obligations Director's duties and responsibilities hereunder), or use for the Director's own improper benefit or gain, any Confidential Information of the Company. The term "Confidential Information" includes, without limitation, information relating to the Company's business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company hereunderhas or may be assessing commercial arrangements, (B) as required by applicable law, (C) in connection with any of which information is not generally known to the enforcement public or to actual or potential competitors of the Executive’s rights under Company (other than through a breach of this Agreement). Therefore, (D) in connection with any disagreementthe Director will not, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company's Board of Directors. As used herein, “disclose such Confidential Information” includes information with respect to Information or use the operation and performance of the Companysame, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result in the course of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation Director's services to the Company. (b) The Executive confirms , the Director may disclose such Confidential Information as the Director deems necessary to carry out the Director's duties to the Company. This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Director, regardless of whether the Director continues to serve the Company. It is further agreed and understood by and between the parties to this Agreement that all Confidential Information is information and records relating to the Company, as hereinabove described, shall be the exclusive property of the Company. All business recordsCompany and, papers and documents kept or made by the Executive while employed by the Company relating to the business upon termination of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to Director's service with the Company, all documents, records, reports, writings and shall retain no other similar documents containing Confidential Information, including copies ofthereof, any written materials, records and documents made by then in the Executive Director's possession or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive control shall be permitted returned to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and left with the Company.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, acknowledges and extraordinary and agrees that, by reason virtue of such employment Executive’s position with the Company, Company and the Executive may acquire Confidential Information concerning the operation nature of the Company’s Business, the use or disclosure of which would cause the Company substantial loss Executive has had, and damages which could not be readily calculated will continue to have access to, and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereinknowledge of, “Confidential Information” includes information with respect (as defined below), which is of vital importance to the operation and performance success of the Company. Executive acknowledges and agrees that the Company is in a highly competitive business and that Executive will have a competitive advantage in the marketplace by virtue of the Company providing any Confidential Information to Executive, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets that the disclosure of any Confidential Information to a third party could place the Company at a serious competitive disadvantage and other intellectual property, systems, patents cause serious irreparable harm and patent applications, procedures, manuals, confidential reports, product price lists, customer listsdamage, financial informationor otherwise, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The As between Executive confirms that and the Company, all Confidential Information is and any other rights in and to the exclusive Confidential Information are the property of the Company. All business Except as set forth below, Executive will treat as strictly confidential and will not directly or indirectly use, rely on, communicate, divulge, disclose, furnish or make available, any Confidential Information of which Executive is or becomes aware, whether or not such Confidential Information is developed by Executive: (i) to anyone outside the Company except solely to the extent required in the performance of authorized duties for the Company, or (ii) within the Company, except to those having the authority and a need to know the Confidential Information in connection with the performance of authorized duties for the Company. Executive will not access or use any Confidential Information, or copy or distribute any documents, records, papers files, excerpts, summaries, or other resources containing any Confidential Information, or remove any such documents, records, files, excerpts, summaries, or other resources from the premises or control of the Company, except solely to the extent required in the performance of authorized duties for the Company. Executive further agrees that Executive shall use Executive’s best efforts and documents kept or made by shall take all necessary steps to safeguard the Executive while employed by Confidential Information and protect it against disclosure, misuse, espionage, loss, and theft. (c) In the event that the Company relating enters into confidentiality agreements with third parties that contain provisions different from those set forth in this Agreement, Executive hereby agrees to the business comply with any such different provisions of which Executive is notified by a member of the Company shall be and remain the property or of the Company at all times. Upon the request of the Company at any time, the which Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies ofis otherwise aware, or have access to, all such materials, records and documents relating reasonably expected to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companybe aware.

Confidential Information. (a) The Executive recognizes Employee acknowledges and agrees that the services to be performed by the Executive hereunder are specialcustomers, uniquebusiness connections, customer lists, procedures, operations, techniques, and extraordinary other aspects of and that, information about the business of the Parent and its Subsidiaries (the "Confidential Information") are established at great expense and protected as confidential information and provide the Parent and its Subsidiaries with a substantial competitive advantage in conducting their business. The Employee further acknowledges and agrees that by reason virtue of such his past employment with the Company, the Executive may acquire Confidential Information concerning the operation and by virtue of his employment with the Company, the use or disclosure of which would cause he has had access to and will have access to, and has been entrusted with and will be entrusted with, Confidential Information, and that the Company substantial would suffer great loss and damages which could injury if the Employee would disclose this information or use in a manner not be readily calculated specifically authorized by the Company. Therefore, the Employee agrees that during the Employment Period and for which no remedy at law would be adequate. Accordinglyfive (5) years thereafter, the Executive agrees that the Executive he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit disclose or cause to be used or disclosed any Confidential Information Information, unless and to the extent that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes become generally known or to and available for use by the public other than as a result of a disclosure by the Executive Employee's acts or (y) is or becomes known or available omissions. The Employee shall deliver to the Executive on a nonconfidential basis from a source Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (other than the Companyand copies thereof) that, relating to the Executive’s knowledgeConfidential Information, is Work Product (as defined below) or the business of the Parent or any of its Subsidiaries which he may then possess or have under his control. The Employee acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not prohibited from disclosing such information patentable) which relate to the Executive by a legalParent's or any of its Subsidiaries' actual or anticipated business research and development or existing or future products or services and which are conceived, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept developed or made by the Executive Employee while employed by the Company relating Parent and its Subsidiaries ("Work Product") belong to the business of Parent or such Subsidiary, as the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companycase may be.

Confidential Information. (a) The Executive recognizes acknowledges that Executive’s employment will fully familiarize the Executive with the trade secrets and confidential and proprietary information of the Employer (the “Confidential Information”). Examples of Confidential Information include, without limitation, information regarding the Employer’s costs, profits, markets, sales, products, key personnel, operational methods, technical processes, business strategies, and other proprietary information. The Executive further acknowledges that the services to be performed by unintentional or intentional disclosure of any Confidential Information would have a material adverse effect on the business, assets, prospects, financial condition and development of the Employer. The Executive hereunder are specialtherefore covenants and agrees as set forth below: 11.1 The Executive will during the Term and at all times thereafter, uniquekeep secret all Confidential Information, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire will not intentionally disclose Confidential Information concerning the operation to anyone outside of the CompanyEmployer and their respective advisors, the use or disclosure of which would cause the Company substantial loss directors, officers, employees, agents, consultants, financing sources and damages which could not other representatives, other than as may be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after strictly necessary in connection with the Executive’s employment hereunderperformance of the duties under this agreement, or otherwise with the Employer’s prior written consent, provided that: (i) knowingly use for an improper personal benefit any the Executive shall have no such obligation to the extent Confidential Information that the Executive may learn is or has learned by reason becomes publicly known, other than as a result of the Executive’s employment with breach of the Company or obligations hereunder; and (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations Executive may, after giving prior notice to the Company hereunderEmployer to the extent practicable under the circumstances, (B) as disclose such matters to the extent required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute laws or litigation (pending governmental regulations or threatened) between the Executive and the Company judicial or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)regulatory process; provided, however, that if the Executive is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information pursuant to the foregoing clause (ii), Executive agrees to use reasonable efforts to provide the Employer with prompt notice of each such term, shall not include any information request so that (x) is the Employer may seek an appropriate protective order or becomes generally known or available other than as a result of a disclosure waive compliance by the Executive with the provisions of this agreement or (y) is both; provided, further, however, that if, absent the entry of a protective order or becomes known or available to the receipt of a waiver under this agreement, the Executive on a nonconfidential basis from a source (other than is, in the Company) that, to the opinion of Executive’s knowledgecounsel, is not prohibited from disclosing legally compelled to disclose such Confidential Information under pain of liability for contempt or other censure or penalty (civil or criminal), the Executive may disclose such information to the Executive by a legal, contractual, fiduciary or other obligation persons and to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Companyextent required without liability under this agreement. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timeIn such event, the Executive shall give the Employer written notice of such disclosure, in reasonable detail, as soon as possible, but in any event not later than concurrently with making such disclosure, and the Executive shall exercise reasonable commercial efforts to obtain reliable assurances that confidential treatment will be accorded any such Confidential Information so disclosed. 11.2 The Executive will deliver promptly deliver to the CompanyEmployer at the termination of Executive’s employment by the Employer, or at any other time the Employer may so request, all memoranda, notes, records, reports, and shall retain no copies other documents (including, without limitation, drafts, whole or partial copies, and information stored or maintained electronically, magnetically, in a computer, or through any other medium invented in the future) relating to the Employer’s business, which were obtained by Executive while employed by, or otherwise serving or acting on behalf of, any written materialsthe Employer and which Executive may then possess or have under Executive’s control. 11.3 The Executive’s duties may require that Executive enter into confidentiality agreements, records nondisclosure agreements, or comparable agreements with third parties, and documents made by the Executive or coming into a third party may require the Executive’s possession while employed by the Company concerning the business or affairs entry into such an agreement(s) personally and on behalf of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to Employer. In any such business or affairs. Notwithstanding the foregoingevent, the Executive shall be permitted agrees to retain copies ofengage in reasonable efforts to perform any such agreement. 11.4 During the Term, the Employer may adopt or implement additional Confidential Information policies, procedures, or have access torequirements in connection with the Employer’s business, all and any such materialspolicies, records procedures, or requirements will supplement this Section 11, without additional consideration from the Employer to the Executive, except to the extent, if any, that they conflict with this agreement, in which event this agreement shall control and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companygovern.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to confidential and proprietary information of the Company which constitute valuable, special, and unique assets of the Company. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive, the Company, other employees of the Company, or others in a confidential relationship with the Company, and relating to the Company's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information secret, including disclosing the information only on a need-to-know basis. The Executive further 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 such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company's competitors or in a manner contrary to the Company's interests, would cause extensive and immeasurable harm to the Company and to the Company's competitive position. The Executive shall not, during or after the Term or at any time after this Agreement ends, for a period of two (2) years thereafter, use for personal gain or detrimentally to the Company all or any part of the Confidential Information, or disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be performed required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Executive hereunder are special, uniqueof his confidentiality obligations hereunder. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and extraordinary no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and thatwhether by the Company or the Executive, by reason or within seven (7) business days of such the Company's request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive may acquire Confidential Information concerning the operation has lawfully acquired extensive knowledge of the Company, the use or disclosure of industries in which would cause the Company substantial loss engages in business including, without limitation, markets, valuation methods and damages which could techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 10 are not be readily calculated and intended to restrict the Executive's use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for which no remedy at law would be adequate. Accordinglydocuments, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees that to (a) promptly notify the Executive will not (directly Company of the existence, terms and circumstances surrounding such request or indirectly) at any time, whether during or after the Executive’s employment hereunderrequirement, (ib) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (iic) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to assist the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute seeking a protective order or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)appropriate remedy; provided, however, that such term, the Executive shall not include be required to take any information action in violation of applicable laws. In the event that (x) such protective order or other remedy is not obtained or becomes generally known that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or available other than as resulted from a result of a previous disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive permitted by a legal, contractual, fiduciary or other obligation to the Companythis Agreement. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive Employee recognizes that Employer's Business and continued success depend upon the services to be performed by the Executive hereunder are specialuse and protection of confidential and proprietary business information, uniqueincluding, and extraordinary and that, by reason of such employment with the Companywithout limitation, the Executive may acquire information and technology developed by or available through licenses to Employer related to Employer's Business, to which Employee has access (all such information being "Confidential Information concerning the operation Information"). For purposes of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “phrase "Confidential Information” " includes for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specifically designated as confidential or proprietary: all business plans and marketing strategies; information with respect concerning existing and prospective markets and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to the operation and performance of the Companysoftware programs, its investmentsdesigns, portfolio companiesspecifications, productscompilations, servicesinventions, facilitiesimprovements, product methods, research processes, procedures and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)techniques; provided, however, that such term, shall the phrase does not include any information that that; (xa) is or becomes generally known or available other than as a result was lawfully in Employee's possession prior to disclosure of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.Employer; (b) The Executive confirms was, or at any time becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Employee as having been developed by Employee outside the scope of Employee's employment and independently; or (d) is furnished to Employee by a third party not under an obligation of confidentiality to Employer. Employee agrees that all during Employee's employment and after termination of employment irrespective of cause, Employee will use Confidential Information only for the benefit of Employer and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Employer. (e) Employee's obligation under this Agreement is the exclusive property in addition to any obligations Employee has under state, provincial or federal law. 8.1 Employee agrees to deliver to Employer immediately upon termination of the Company. All business Employee's employment, or at any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs, records, papers and documents kept reports, manuals, drawings, blueprints, prototypes, notes taken by or made by the Executive while employed by the Company relating provided to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the CompanyEmployee, and any other documents or items of a confidential belonging to Employer), together with all copies of such material in Employee's possession or control. 8.2 Employee agrees that in the course of Employee's employment with Employer, Employee will not violate in any way the rights that any entity has with regard to trade secrets or proprietary or confidential information. Employee's obligations under this Section 8 are indefinite in term and shall retain no copies of, any written materials, records and documents made by survive the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs termination of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companythis Agreement.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) Other than in the performance of the Executive’s obligations to the Company his/her duties hereunder, during the Restrictive Period (Bas defined below) as required by applicable lawand thereafter, (C) Executive shall keep secret and retain in connection with the enforcement of the Executive’s rights under this Agreementstrictest confidence, (D) in connection with any disagreementand shall not, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board Company, furnish, make available or disclose to any third party or use for the benefit of Directorshimself or any third party, any Confidential Information. As used hereinin this Agreement, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include mean any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materialsor any of its Subsidiaries or Affiliates or the Business, records including but not limited to any technical or non-technical data, formulae, compilations, programs, devices, methods, techniques, designs, processes, procedures, improvements, models, manuals, financial data, acquisition strategies and documents (including notes and correspondence) of the Executive not containing proprietary information, information relating to such operating procedures and marketing strategies, and any other proprietary information used by the Company or any of its Subsidiaries or Affiliates in connection with the Business, irrespective of its form; provided, however, that Confidential Information shall not include any information which is in the public domain or becomes known in the industry, in each case through no wrongful act on the part of Executive. Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company and its Subsidiaries and Affiliates. Executive will immediately notify the Company of any unauthorized possession, use, disclosure, copying, removal or destruction, or attempt thereof, of any Confidential Information by anyone of which Executive becomes aware and of all details thereof. Executive shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, computers, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Inventions and Discoveries (as defined below) or the business of the Company or affairsany of its Subsidiaries or Affiliates which Executive may then possess or have under his/her control. Nothing in this Agreement limits, restricts or in any other way affects Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity, or requires Executive to provide notice to the Company of the same. Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspended violation of law, or (2) in a compliant or other document filed under seal in a lawsuit or other proceeding. Notwithstanding the foregoingthis immunity from liability, the Executive shall may be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the held liable if Executive and the Companyunlawfully accesses trade secrets by unauthorized means.

Confidential Information. (a) The Executive recognizes that Employee, during the services Employment Period and thereafter, agrees to be performed by the Executive hereunder are special, uniquekeep secret and confidential, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the not to use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not disclose (directly or indirectly) at to any timethird parties, any of the Company’s Confidential Information (as defined below). (b) Employee acknowledges and confirms that certain data and other information (whether during in human or machine readable form) that comes into Employee’s possession or knowledge (whether before, on, or after the Executive’s employment hereunderEffective Date) and which was obtained from the Company, or obtained or developed by Employee for or on behalf of the Company, whether identified as confidential or not (the “Confidential Information”) is the secret, confidential property of Company. Not withstanding the foregoing, Confidential Information of the Company is deemed to include, but is not limited to: (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn lists or has learned other identification of customers or licensees or prospective customers or licensees of Company (and key individuals employed or engaged by reason of the Executive’s employment with the Company or such parties); (ii) disclose lists or other identification of sources or prospective sources of Company’s products or technology or components thereof (and key individuals employed or engaged by such parties); (iii) financial, sales and marketing data relating to Company or to the industry or other areas pertaining to Company’s activities and contemplated activities (including, without limitation, manufacturing, transportation, distribution and sales costs and non-public pricing information); (iv) Company’s relations with its customers, prospective customers, suppliers and prospective suppliers, licensees and prospective licensees and the products or services rendered or licensed to such customers or licensees (or proposed to be rendered to prospective customers or licensees); (v) Company’s relations with its employees (including, without limitation, salaries, job classifications and skill levels); (vi) Information relating to the Company’s intellectual property and the development thereof; and (vii) any such other information known by Employee to be confidential, secret and/or proprietary (including without limitation, information provided by customers, licensors, licensees or suppliers of Company). (c) Employee hereby acknowledges that all Confidential Information is considered confidential by, and is exclusively proprietary to any Person except (A) in and a valuable trade secret of, the performance of the Executive’s obligations Company and derives independent economic value, actual or potential, to the Company hereunderfrom not being generally known to, (B) as required and not being readily ascertainable by applicable lawproper means by, (C) in connection with the enforcement of the Executive’s rights under this Agreementother persons who can obtain economic value from its disclosure or use. Employee will not copy, (D) in connection with reproduce or otherwise duplicate, record, abstract, summarize or otherwise use, any disagreementpapers, dispute records, reports, studies, computer printouts, equipment, tools or litigation (pending or threatened) between the Executive and other property owned by the Company or except as expressly permitted by the Company in writing. (Ed) with Notwithstanding the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any of the foregoing or other data or information that which: (xi) has been made available to a third party by Company without an obligation of confidentiality; (ii) is or becomes generally known or available in the public domain, other than as by Employee in violation of this Agreement; (iii) was lawfully in the possession of Employee before it was disclosed by Company; (iv) was approved by Company, in writing, for release or further disclosure; or (v) was disclosed to or learned by Employee by or from a result third party, either before or after disclosure by Company and without breach of a disclosure known obligation of confidence by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companythird party. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes Participant will be furnished, use or otherwise have access to certain Confidential Information of the Company. For purposes of this Option Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that the services is confidential and proprietary to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, including without limitation, (i) information relating to the Executive may acquire Confidential Information concerning Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information; (ii) inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the operation Company; (iii) the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development; (iv) the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and (v) other confidential and proprietary information or documents relating to the use Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or disclosure of documents which would cause the Company substantial loss reasonably regards as being confidential. The Company devotes significant financial, human and damages which could not be readily calculated other resources to the development of its products, its customer base and for which no remedy at law would be adequatethe general goodwill associated with its business, and the Company diligently maintains the secrecy and confidentiality of its Confidential Information. Accordingly, Each and every component of the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that is sufficiently secret to derive economic value from its not being generally known to other persons. While employed by the Executive may learn or has learned by reason of Company and thereafter, Participant will hold in the Executive’s employment with strictest confidence and not use in any manner which is detrimental to the Company or (ii) disclose any such Confidential Information to any Person individual or entity any Confidential Information, except (A) in the performance of the Executive’s obligations to as may be required by the Company hereunder, (B) as required by applicable law, (C) in connection with Participant’s employment. All Company Materials are and will be the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive sole property of the Company. All business records, papers Participant agrees that during and documents kept after his or made her employment by the Executive while employed by the Company, Participant will not remove any Company relating to Materials from the business premises of the Company shall be and remain the property of the or deliver any Company at all times. Upon the request of the Company at Materials to any time, the Executive shall promptly deliver to person or entity outside the Company, and shall retain no copies ofexcept as Participant is required to do so in connection with performing the duties of his or her employment. Participant further agrees that, immediately upon the termination of his or her employment for any written materialsreason, records and documents made or during Participant’s employment if so requested by the Executive Company, Participant will return all Company Materials and other physical property, and any reproduction thereof, excepting only Participant’s copy of this Agreement. For purposes of this Option Agreement, Company Materials means documents or coming into the Executive’s possession while employed by the Company other media or tangible items that contain or embody Confidential Information or any other information concerning the business business, operations or affairs future/strategic plans of the Company other than personal materialsCompany, records and whether such documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business have been prepared by Participant or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyby others.

Confidential Information. (a) The Executive recognizes understands that the services Company continually obtains and develops valuable proprietary and confidential information concerning its scientific or business affairs (the “Confidential Information”) which may become known to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment in connection with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms acknowledges that all Confidential Information Information, whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the Company or the third party providing such information to the Executive or the Company. All business recordsBy way of illustration, papers but not limitation, Confidential Information may include Inventions, trade secrets, technical information, know-how, research and documents kept development activities of the Company, product and marketing plans, customer and supplier information and information disclosed to the Company or made by to the Executive while employed by third parties of a proprietary or confidential nature or under an obligation of confidence. Confidential Information is contained in various media, including without limitation, patent applications, research data and observations, records of clinical trials, computer programs in object and/or source code, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data and other documents and records of the Company. (c) The Executive agrees that the Executive shall not, during the term of the Executive’s engagement by the Company relating and thereafter, publish, disclose or otherwise make available to any third party any Confidential Information except as expressly authorized herein or in writing by the business Company. The Executive may disclose Confidential Information to (i) directors, employees, consultants and representatives of the Company shall be and remain the property to (ii) accountants, financial advisors and counsel of the Executive, who have a bona fide need to know such information and who are bound by an obligation not to use or disclose such information without authorization from the Company. The Executive agrees that the Executive shall use such Confidential Information only in the performance of the Executive’s duties for the Company at and in accordance with any Company policies with respect to the protection of Confidential Information. The Executive agrees not to use such Confidential Information for the Executive’s own benefit or for the benefit of any other person or business entity. (d) The Executive agrees to exercise all timesreasonable precautions to protect the integrity and confidentiality of Confidential Information in the Executive’s possession and not to remove any materials containing Confidential Information from the Company’s premises except to the extent necessary to the Executive’s employment for the benefit of the Company. Upon the request termination of the Company Executive’s employment by the Company, or at any timetime upon the Company’s request, the Executive shall promptly deliver return to the Company, and shall retain no copies ofwithin 10 business days after the Date of Termination, any written materials, records and documents made by the Executive or coming into all materials containing any Confidential Information then in the Executive’s possession while employed by or under the Company concerning Executive’s control. (e) Notwithstanding anything to the business contrary in this Agreement or affairs of the Company any other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) agreement between the Executive and the Company, the Executive understands that nothing in this Agreement or any other agreement between the Executive and the Company prohibits, or is intended in any manner to 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. The Executive does not need the prior authorization of anyone at the Company or the Company’s legal counsel to make any such reports or disclosures, and the Executive is not required to notify the Company that Executive has made such reports or disclosures. (f) Confidential Information shall not include information which (i) is or becomes generally known within the Company’s industry through no fault of the Executive; (ii) was known to the Executive at the time it was disclosed as evidenced by the Executive’s written records at the time of disclosure; (iii) is lawfully and in good faith made available to the Executive by a third party who did not derive it from the Company and who imposes no obligation of confidence on the Executive; or (iv) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the Company.

Confidential Information. (a) The Executive recognizes You acknowledge that the services to be performed by Company has trade, business and financial secrets and other confidential and proprietary information regarding the Executive hereunder are specialCompany and its business, uniquein whatever form, tangible or intangible (collectively, the “Confidential Information”), and extraordinary and that, by reason that during the course of such your employment with the CompanyCompany you have received, will receive or will contribute to the Executive may acquire Confidential Information concerning Information. During the operation 180-day period commencing on the date of this Agreement and ending on the 180th day following the date of this Agreement, we will (a) disclose to you, or place you in a position to have access to or develop, Confidential Information, (b) place you in a position to develop business goodwill on behalf of the Company, the use and/or (c) disclose or disclosure entrust business opportunities of which would cause the Company substantial loss to you. Confidential Information includes, to the extent confidential and damages which could proprietary to the Company, sales materials, technical information, processes and compilations of information, records, specifications and information concerning customers, prospective customers or vendors, customer and prospective customer lists, and information regarding methods of doing business. However, Confidential Information does not be readily calculated include your general knowledge of and for which no remedy at law would be adequate. Accordingly, experience in the Executive agrees real estate business or your personal and professional relationships and it does not include information that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned is obtained by reason of the Executive’s employment with you from a source other than the Company or its affiliates who is not under a duty of non-disclosure to the Company or such affiliate or (ii) disclose any such Confidential Information to any Person except (A) is in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute public domain or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (public other than through disclosure by you in violation of the provisions of this Agreement. (b) You are aware of those policies implemented by the Company to keep its Confidential Information secret. You acknowledge 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. (c) During and following your employment by the Company) that, you will hold in confidence and will not directly or indirectly disclose, use, copy, make lists of, or make available to others any Confidential Information except in the good faith performance of your duties to the Executive’s knowledge, is not prohibited from disclosing such information Company or to the Executive extent authorized in writing by the Board or required by law or compelled by legal process. You agree to use reasonable efforts to give the Company notice (accompanied by a legalcopy of the subpoena, contractual, fiduciary order or other obligation process used to compel disclosure) 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 within one (1) business day after you are informed that such disclosure is being or will be compelled. (d) You further agree not to use any Confidential Information for the benefit of any person or entity other than the Company. (be) The Executive confirms Upon termination of your employment, you agree that all Confidential Information is the exclusive property of the Company. All business recordsand other files, papers documents, materials and documents kept or made by the Executive while employed by other repositories containing information concerning the Company relating to or the business of the Company shall (including all copies thereof) in your possession, custody or control, whether prepared by you or others, will remain with or be returned to the Company promptly (within twenty-four (24) hours) after the date of such termination. (f) Notwithstanding anything herein to the contrary, you may disclose to any and remain all persons, without limitation of any kind, the property U.S. federal income tax treatment and tax structure of the Company at transactions contemplated in this Agreement and all timesmaterials of any kind (including opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure. Upon For this purpose, “tax structure” is limited to facts relevant to the request U.S. federal income tax treatment of the Company at any time, the Executive shall promptly deliver to the Company, transactions contemplated in this Agreement and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive does not containing proprietary include information relating to such business or affairs. Notwithstanding the foregoing, identity of the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyparties hereto.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that Executive has had and will have access to certain valuable, highly confidential, privileged and proprietary information related to the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations Business, including, without limitation, information pertaining to the Company hereunderGroup’s operations, (B) as required customer and supplier lists, pricing information, cost structure, trade secrets, intellectual property, marketing information, business plans and financial and other information regarded by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or Group as proprietary and confidential information (E) with collectively, the prior written consent of the Board of Directors. As used herein, “Confidential Information” ”). Confidential Information includes all information with respect that has or could have commercial value or other utility in the business in which the Company Group is engaged or in which it contemplates engaging, and all information of which the unauthorized disclosure is or could be detrimental to the operation and performance interests of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)Company Group; provided, however, that such term, Confidential Information shall not and does not include any information that or material (x) publicly known or generally available in the trade or business, or is or becomes generally known available to the public or available trade other than as a result of a wrongful disclosure by (1) Executive (or by another Person at the direction of Executive) or (2) any Person bound by a duty of confidentiality or similar duty owed to the Company Group; (y) to the extent that such information or material is filed with any Governmental Authority on a nonconfidential basis; or (z) to the extent that such information or material is subject to a subpoena, summons or other legal process; provided, however, that Executive shall immediately give the Company notice of the circumstances surrounding such compelled disclosure requests, consult with the Company on the advisability of taking legally available steps to resist or narrow such compelled disclosure requests and reasonably cooperate with the Company in the pursuant of any such legally available steps, and assist the Company in seeking a protective order with respect thereto, including, by way of example but not of limitation, allowing the Company time to seek such protective order (the Company will reimburse Executive for any reasonable expenses incurred in providing such assistance and shall pay Executive a reasonable consulting fee for such assistance if Executive is no longer employed by the Company). (ii) Executive’s receipt of any payments or benefits under Section 3 will be subject to Executive agreeing to keep secret and retain in strictest confidence all Confidential Information during his period of employment with the Company and at any time thereafter. Specifically, Executive shall not, without the prior written consent of the Company, directly or indirectly: (x) communicate, divulge, disclose, furnish or make accessible to any Person, whether or not in competition with the Company Group, and whether or not for pecuniary gain, any aspect of the Confidential Information, or (y) is reproduce or becomes known or available to the recreate any Confidential Information. Notwithstanding any other term in this Agreement, Executive on a nonconfidential basis from a source (other than may reproduce, recreate and disclose the Company) that’s Confidential Information, to and proprietary information and trade secrets in the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property good faith performance of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all timeshis job responsibilities. Upon the request of by the Company at any timeCompany, the Executive shall promptly deliver return all documents and other tangible items containing Confidential Information to the Company, and shall retain no copies ofwithout retaining any copies, any written materials, records and documents made by the Executive notes or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyexcerpts thereof.

Confidential Information. (a) The Executive Director recognizes and acknowledges that the services Director will have access to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning (as defined below) relating to the operation business or interests of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) of persons with whom the Company may have business relationships. Except as permitted herein, the Director will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose any such Confidential Information or permit to be known to any Person other person or entity (except (A) as required by applicable law or in connection with the performance of the Executive’s obligations Director's duties and responsibilities hereunder), or use for the Director's own improper benefit or gain, any Confidential Information of the Company. The term "Confidential Information" includes, without limitation, information relating to the Company's business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company hereunderhas or may be assessing commercial arrangements, (B) as required by applicable law, (C) in connection with any of which information is not generally known to the enforcement public or to actual or potential competitors of the Executive’s rights under Company (other than through a breach of this Agreement). Therefore, (D) in connection with any disagreementthe Director will not, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company's Board of Directors. As used herein, “disclose such Confidential Information” includes information with respect to Information or use the operation and performance of the Companysame, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result in the course of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation Director's services to the Company. (b) The Executive confirms , the Director may disclose such Confidential Information as the Director deems necessary to carry out the Director's duties to the Company. This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Director, regardless of whether the Director continues to be employed by the Company. It is further agreed and understood by and between the parties to this Agreement that all Confidential Information is information and records relating to the Company, as hereinabove described, shall be the exclusive property of the Company. All business recordsCompany and, papers and documents kept or made by the Executive while employed by the Company relating to the business upon termination of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to Director's employment with the Company, all documents, records, reports, writings and shall retain no other similar documents containing Confidential Information, including copies ofthereof, any written materials, records and documents made by then in the Executive Director's possession or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive control shall be permitted returned to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and left with the Company.

Confidential Information. (a) The Executive recognizes that From and after the services to be performed by Closing, the Executive hereunder are specialPrincipal Owners and Seller, uniqueits shareholders, employees, officers, and extraordinary directors shall keep secret and thatretain in strictest confidence, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could shall not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal the benefit any Confidential Information that the Executive may learn of itself or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations others, all confidential matters relating to the Company hereunderBusiness or Buyer and its Affiliates, (B) as required by applicable lawincluding, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereinbut not limited to, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and developmentknow how”, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price listssecrets, customer lists, financial informationsupplier lists, details of consultant and employment Contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, prospects technical processes, designs and design projects, processes, inventions, software, source codes, object codes, systems documentation and research projects and other business affairs (“Confidential Information”), and shall not disclose them to anyone outside of Buyer and its Affiliates; provided, however, this covenant shall not apply to any information which is or opportunities becomes generally available to the public other than as a result of disclosure by the Principal Owners or Seller or its respective Affiliates. The Principal Owners and Seller and its respective Affiliates may disclose Confidential Information if required to do so in any legally required government or securities filings, legal proceedings, subpoena, civil investigative demand or other similar process; provided, that Seller and the Principal Owners (includingi) provides Buyer with prompt notice of such required disclosure so that Buyer may attempt to obtain a protective order, (ii) cooperates with Buyer, at Buyer’s expense, in obtaining such protective order, and (iii) only discloses that Confidential Information which it is absolutely required to disclose as advised by counsel. Notwithstanding anything to the contrary in this Section 8(d), the Principal Owners and Seller, its shareholders, employees, officers, and directors shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information, provided that such party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term “residuals” means information in intangible form (i.e., not written or other documentary form, including tape or disk), which is incidentally and unintentionally retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein and where the source of the Confidential Information has become remote (e.g., as applicable, all a result of the foregoing passage of time or the person’s subsequent exposure to information regarding of a similar nature from other sources) such that the Companyperson can no longer identify the Confidential Information’s past, current and prospective portfolio companies)confidential source; provided, however, that no license to any Company intellectual property is granted under this Section, this Section 8(d) will not supersede or alter any separate agreement between such termparty and the Company, shall unless that agreement is acknowledged to be expressly subject to this clause, and residuals do not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the CompanyProduct formulations. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by the Executive hereunder are specialinformation, unique, data and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not trade secrets (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereincollectively, “Confidential Information” includes information with respect to ”) obtained by Executive during the operation and performance course of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company performance under this Agreement concerning the business or affairs of the Company are the property of the Company. For purposes of this Agreement, “trade secret” means any method, program or compilation of information which is used in the Company’s business, including, but not limited to: (a) techniques, plans and materials used by the Company, (b) marketing methods and strategies employed by the Company, and (c) all lists of past, present or targeted customers, clients, suppliers, business partners, teaming members and/or other than personal materialsPersons who have done business with the Company. Executive agrees that Executive will not, records during the term of Executive’s employment with the Company and for a period of twenty-four (24) months thereafter, disclose to any unauthorized Person or use for Executive’s own account any of such Confidential Information without the written consent of the Company. Executive agrees to deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (including notes and correspondencecopies thereof) relating to the business of the Company which Executive not containing proprietary information relating to such business may then possess or affairshave under Executive’s control. Notwithstanding the foregoingterms of this Agreement, Confidential Information may be disclosed by Executive when and to the limited extent compelled by written notice from a government agency or when and to the limited extent compelled by legal process or court order by a court of competent jurisdiction, provided that, to the extent legally permissible, Executive shall give the Company prompt written notice of such request or order and the Confidential Information to be permitted disclosed as far in advance of its disclosure as possible so that the Company may seek appropriate an protective order. Notwithstanding the terms of this Agreement, Executive may disclose the Confidential Information of the Company in connection with the proposed performance by Executive of Executive’s duties under this Agreement, subject to retain copies ofthe Company’s prior approval. Confidential Information does not include information which (a) is generally known to the industry or the public other than as a result of a breach of this Agreement or any other agreements by Executive, or have access to(b) is or becomes available to Executive on a non-confidential basis from a source other than the Company or its subsidiaries or Affiliates or their respective directors, all such materials, records and documents relating to any disagreement, dispute employees or litigation (pending or threatened) between the Executive and the Companyagents.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by the Executive hereunder are specialCompany has trade, unique, business and extraordinary financial secrets and that, by reason of such employment with the Companyother confidential and proprietary information (collectively, the “Confidential Information”) which will be provided to Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunderby the Company. Confidential information includes, but is not limited to, the Company’s or any of its affiliates’ businesses, trade secrets, products, or services (i) knowingly use for an improper personal benefit including without limitation, all such information relating to corporate opportunities, strategies, business plans, product specifications, compositions, manufacturing and distribution methods and processes, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customers’ organizations or within the organization of acquisition prospects, or production, marketing, and merchandising techniques, prospective names and marks), and all writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions, and other similar forms of expression. Notwithstanding the foregoing, Confidential Information does not include any information that is generally known in the oil and gas industry, was known by Executive may learn or has learned by reason of the Executive’s prior to his employment with the Company or has been published in a form generally available to the public before the date Executive proposes to disclose or use such information, provided, that, such publishing of the Confidential Information does not result from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching a provision similar to that found under this Section 6(a). For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (b) 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. Executive acknowledges that all such Confidential Information is the sole and exclusive property of the Company. (c) During, and all times following, Executive’s employment by the Company, Executive will hold in confidence and not directly or indirectly disclose or use or copy or make lists of any Confidential Information except: (i) to the extent authorized in writing by the Company’s Chief Executive Officer; (ii) disclose any where such Confidential Information to any Person except (A) in information is, at the performance time of the disclosure by Executive’s obligations , generally available to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available public other than as a result of a disclosure by the any direct or indirect act or omission of Executive in breach of this Agreement; or (yiii) where Executive is or becomes known or available to the Executive on a nonconfidential basis from a source (compelled by legal process, other than to an employee of the Company) that, Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the Executive’s knowledge, is not prohibited from disclosing such information to the performance by Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of his duties as an employee of the Company. All business records, papers and documents kept or made by the Executive while employed by agrees to use reasonable efforts to give the Company relating 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 least five (5) days before disclosure or within one (1) business day after Executive is informed that such disclosure is being or will be compelled, whichever is earlier. Such written notice must include a description of the information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the information is to be disclosed, and must contain a copy of the subpoena, order or other process used to compel disclosure. (d) Executive will take all necessary precautions to prevent disclosure of Confidential Information to any unauthorized individual or entity. Executive further agrees not to use, whether directly or indirectly, any Confidential Information for the benefit of any person, business, corporation, partnership, or any other entity other than the Company and its affiliates, and to immediately return to the business Company all Confidential Information and all copies thereof, in whatever tangible form or medium, including electronic, at the end of his employment with the Company shall be and remain the property of the Company for any reason or at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information”. Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn related to Parent’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his performance under this Agreement concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any Person except (A) in the performance one or more of the them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during his employment and for a period of three (including3) years after termination of his employment for any reason (and as to information that constitutes a trade secret under applicable law, for such longer period as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, same shall remain a trade secret) he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of Parent or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control. (b) During the Employment Period, Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of Parent or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or becomes known developed by Parent or available its Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person. If at any time during the Employment Period, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive represents and warrants to the Parent and its Subsidiaries that Executive took nothing with him which belonged to any former employer when Executive left his position(s) with such employer(s) and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers that this representation is incorrect, Executive shall promptly return any such materials to Executive’s former employer(s). Parent and its Subsidiaries do not want any such materials, and Executive shall not be permitted to use or refer to any such materials in the performance of Executive’s duties hereunder. (d) Executive understands that Parent and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on a nonconfidential basis from a source Parent’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of paragraph 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than the Company) that, personnel of Parent or its Subsidiaries and Affiliates who need to the Executive’s knowledge, is not prohibited from disclosing know such information to the Executive in connection with their work for Parent or such Subsidiaries and Affiliates) or use, except in connection with his work for Parent or its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property member of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyBoard in writing.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by the Executive hereunder are special, uniqueTSY has provided, and extraordinary during the term of this Agreement it will provide, Executive with confidential and thatproprietary information regarding the business in which TSY and the current or future Affiliates (as defined below) of TSY (collectively the “TSY Affiliates”) are involved, by reason of such employment and that TSY has provided, and will provide, Executive with the Company“trade secrets”, the Executive may acquire Confidential Information concerning the operation as defined in Section 688.002(4) of the CompanyFlorida Statutes, of TSY and the use or disclosure TSY Affiliates (hereinafter all such confidential and proprietary information and trade secretes are referred to as the “Confidential Information”). For purposes of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect includes, but is not limited to: (a) Information related to the operation business of TSY and performance of the CompanyTSY Affiliates, its investmentsincluding but not limited to marketing strategies and plans, portfolio companiessales procedures, productsoperating policies and procedures, servicespricing and pricing strategies, facilitiesbusiness and strategic plans, product methodsfinancial statements and projections, research accounting and developmenttax positions and procedures, trade secrets and other intellectual property, systems, patents business and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities information of TSY and the TSY Affiliates; (including, as applicable, all of the foregoing information b) Information regarding the Company’s past, current customers of TSY and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than the TSY Affiliates which Executive acquired as a result of his employment with TSY, including but not limited to, customer contracts, work performed for customers, customer contacts, customer requirements and needs, data used by TSY and the TSY Affiliates to formulate customer bids, customer financial information and other information regarding the customer’s business; (c) Information regarding the vendors of TSY and the TSY Affiliates which Executive acquired as a disclosure result of his employment with TSY, including but not limited to, product and service information and other information regarding the business activities of such vendors; (d) Training materials developed by and utilized by TSY and the TSY Affiliates; (e) Any other information which Executive acquired as a result of his employment with TSY and which Executive has a reasonable basis to believe TSY or the TSY Affiliates, as the case may be, would not want disclosed to a business competitor or to the general public; and (yf) Information which: (i) is proprietary to, about or becomes known created by TSY or available the TSY Affiliates; (ii) gives TSY or any of the TSY Affiliates some competitive advantage, the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the Executive on a nonconfidential basis from a source interests of TSY or the TSY Affiliates; (other than the Companyiii) that, to the Executive’s knowledge, is not prohibited from disclosing such information typically disclosed to non-executives by TSY or otherwise is treated as confidential by TSY or the Executive by a legal, contractual, fiduciary or other obligation to the Company.TSY Affiliates; or (biv) The Executive confirms that all is designated as Confidential Information is by TSY or from all the exclusive property relevant circumstances should reasonably be assumed by Executive to be confidential to TSY or any TSY Affiliates. For purposes of this Agreement, the term “Affiliate” has the meaning set forth in Rule 12b-2 of the Company. All business recordsregulations promulgated under the Securities Exchange Act of 1934, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyas amended.

Confidential Information. (a) The Executive recognizes that the services shall not disclose to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the any unauthorized person or entity or use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit own purposes any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board of Directors. As used hereinCompany, “Confidential Information” includes information with respect unless and to the operation and performance of extent that the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or Confidential Information becomes generally known or to and available for use by the public other than as a result of Executive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a disclosure by request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (i) Executive shall promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy, (ii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, based on the written advice of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving person or (y) is or becomes known or available entity shall agree to treat such Confidential Information as confidential to the Executive on a nonconfidential basis from a source extent possible (other than the Companyand permitted under applicable law) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property in respect of the Company. All business records, papers applicable proceeding or process and documents kept or made by the Executive while employed by the Company relating to the business of (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. For purposes of this Agreement, “Confidential Information” means information, observations and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company data concerning the business or affairs of the Company and its Affiliates, including, without limitation, all business information (whether or not in written form) which relates to the Company or its Affiliates, or their customers, suppliers or contractors or any other third parties in respect of which the Company or its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than personal materialsas a result of Executive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and documents (including notes habits; product sales records and correspondence) of the Executive not containing proprietary documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to such business or affairs. Notwithstanding the foregoingpricing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records competitive strategies and documents new product development; information relating to any disagreementforms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information will not include such information known to Executive prior to Executive’s involvement with the Company or its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Nothing in this Agreement shall impair Executive’s right under the whistleblower provisions of any applicable federal law or regulation or, dispute for the avoidance of doubt, limit Executive’s right to receive an award for the information provided to any government authority under such law or litigation (pending or threatened) between the Executive and the Companyregulation.

Confidential Information. a. Executive agrees and understands that Executive has been and will be exposed to and receive certain confidential information of the Company and its affiliates, including, but not limited to: technical information; business and marketing plans; strategies; customer information; product information; pricing information and policies; promotions; developments; financing plans; business policies and practices; processes; techniques; methodologies; formulae; processes; compilations of information; research materials; software (a) The source and object code); algorithms; computer processing systems; drawings; proposals; job notes; reports; records; specifications; inventions; discoveries; improvements; innovations; designs; ideas; trade secrets; proprietary information; manufacturing, packaging, advertising, distribution, and sales methods; sales and profit figures; and client and client lists and other forms of information considered by the Company or its affiliates to be confidential and in the nature of a trade secret (hereinafter all referred to as “Confidential Information”). Executive recognizes acknowledges that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation is a valuable and unique asset of the CompanyCompany and hereby covenants that both during and after Executive’s employment, the use or disclosure of which would cause the Company substantial loss Executive shall keep such Confidential Information confidential and damages which could shall not be readily calculated and for which no remedy at law would be adequate. Accordinglydisclose such information, the Executive agrees that the Executive will not (either directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute third person or litigation (pending or threatened) between the Executive and the Company or (E) with entity without the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance a duly authorized representative of the Company. Further, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities Executive agrees that Executive will not use any Confidential Information for any purpose (including, as applicablebut not limited to, all use for Executive’s own benefit or for the benefit of a third party) other than for purposes authorized by the Company or its affiliates and for the benefit of the foregoing Company and/or its affiliates. The parties agree that any Confidential Information that was disclosed or provided to Executive by the Company or its affiliates prior to the effective date of this Agreement was intended to be and shall be subject to the terms and conditions of this Agreement. Executive agrees that this confidentiality covenant has no temporal or territorial restriction. The obligation of confidentiality imposed herein shall not apply: (i) to information regarding that is now or hereafter becomes publicly known or generally known in the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available industry other than as a result of a disclosure Executive’s breach of Executive’s obligations hereunder and (ii) to information that is required to be disclosed by the applicable laws, governmental regulations or judicial or regulatory process; provided, however, in such event, that Executive or (y) is or becomes known or available may disclose such information only to the Executive on a nonconfidential basis from a source extent required and shall give at least fifteen (other than the Company15) that, days’ prior written notice to the Executive’s knowledge, is not prohibited from disclosing Company of the requirement to disclose such information to the Executive by a legal, contractual, fiduciary or other obligation to extent practicable under the Companycircumstances. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (ai) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, unique and extraordinary and that, by reason of such employment with the Company, the Executive may has acquired and will continue to acquire Confidential Information (as defined below) concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (iA) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (iiB) disclose any such Confidential Information to any Person except (A1) in the performance of the Executive’s obligations to the Company hereunder, (B2) as required by applicable law, (C3) in connection with the enforcement of the Executive’s rights under this Agreement, (D4) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E5) with the prior written consent of the Board of DirectorsBoard. As used herein, “Confidential Information” includes information with respect to the operation and performance of the CompanyCompany and the Company Managed Funds, its their investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s and/or the Company Managed Funds’ past, current and prospective portfolio companies); provided, however, that such term, term shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services Company has trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information”) which shall be provided to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company. Confidential information includes, its investmentsbut is not limited to, portfolio companiessales materials, productstechnical information, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial strategic information, business plans, prospects processes and compilations of information, records, specifications and information concerning customers or opportunities (includingvenders, as applicablecustomer lists, all of the foregoing and information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result methods of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companydoing business. (b) The Executive confirms 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, requiring the labeling of documents as “confidential,” and requiring the keeping of information in secure areas. The 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. The Executive acknowledges that all such Confidential Information is the sole and exclusive property of the Company. All business records. (c) During, papers and documents kept or made all times following, the Executive’s employment by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timeCompany, the Executive shall promptly deliver hold in confidence and not directly or indirectly disclose or use or copy or make lists of any Confidential Information: except (i) to the extent authorized in writing by the Board; (ii) where such information is, at the time of disclosure by the Executive, generally available to the public other than as a result of any direct or indirect act or omission of the Executive in breach of this Agreement; or (iii) where the Executive is compelled by legal process, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an employee of the Company. The 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 least five (5) days before disclosure or within one (1) business day after the Executive is informed that such disclosure is being or will be compelled, whichever is earlier. Such written notice shall include a description of the information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the subpoena, order or other process used to compel disclosure. (d) The Executive will take all necessary precautions to prevent disclosure to any unauthorized individual or entity. The Executive further agrees not to use, whether directly or indirectly, any Confidential Information for the benefit of any person, business, corporation, partnership, or any other entity other than the Company. (e) All equipment, documents or files concerning the Company, including, but not limited to, Company cell phones, desktop and laptop computers, devices (including USB, external hard drives, etc.), keys, access cards, passwords, ID cards, customer data, materials, processes, letters, financial data, Confidential Information, or other written or electronically recorded material (in whatsoever form, format or medium), whether or not produced by the Executive (collectively, “Company Property”), belongs to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs . Upon termination of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoingemployment, the Executive agrees to return to the Company all Company Property. (f) As used in this Section 6, “Company” shall be permitted to retain copies ofinclude Midstates Petroleum Company, or have access to, all such materials, records Inc. and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyof its affiliates.

Confidential Information. (a) The Executive recognizes acknowledges and agrees that the services to be performed customers, business connections, customer lists, procedures, operations, techniques and other aspects of and information about the business of the Company (the “Confidential Information”) are established at great expense and protected as confidential information and provide the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that by the Executive hereunder are special, unique, and extraordinary and that, by reason virtue of such his employment with the Company, he has had access to and will have access to and has been entrusted with and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive may acquire Confidential Information concerning the operation of would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive during Executive’s employment and at all times thereafter, he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit disclose or cause to be used or disclosed any Confidential Information Information, unless and to the extent (a) that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledgeacts or omissions, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The that any such information is authorized to be disclosed in writing by the Board of Directors or compelled by legal process (provided that Executive confirms that all Confidential Information provides the Company with advance notice adequate to afford the Company reasonable opportunity to limit or prevent such disclosure), or (c) use or disclosure is to an employee of the exclusive property Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an employee or director of the Company. All business Executive shall deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, papers reports, computer tapes, printouts and software and other documents kept and data (and copies thereof) relating to the Confidential Information or Work Product (as defined below) which he may then possess or have under his control, provided that Executive shall be entitled to retain his telephone, address and other contact directories subject to compliance with Section 6.01, Section 6.02, and Section 6.03. Executive acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) that relate to the Company’s actual or anticipated business and that are conceived, developed or made by the Executive while employed by the Company relating to and during work hours or by the business use of the facilities or Confidential Information of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver (“Work Product”) belong to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to be performed confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Executive hereunder are Company, which, in each case, constitute valuable, special, unique, and extraordinary and that, by reason unique assets of such employment entity. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by the Company, and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information concerning secret, including disclosing the operation information only on a need-to-know basis. The Executive further 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 such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, the use or disclosure of which would cause extensive and immeasurable harm to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateto the Company’s competitive position. AccordinglyThe Executive shall not, during the Executive agrees that the Executive will not (directly Term or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit gain or detrimentally to the Company all or any Confidential Information that the Executive may learn or has learned by reason part of the Executive’s employment with Confidential Information, or disclose or make available all or any part of the Company or (ii) disclose any such Confidential Information to any Person person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except (A) in the performance as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the Executive’s obligations to the Company hereunder, (B) as required breach by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and of his confidentiality obligations hereunder. Notwithstanding the Company or (E) with the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Executive shall not include any information that be restricted from disclosing or using Confidential Information that: (xi) is or becomes generally known or available to the public other than as a result of a an unauthorized disclosure by the Executive or his agent; (yii) is or becomes known or available to the Executive on in a nonconfidential basis manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) thatthat is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge, is not prohibited from disclosing such information to . In the event that the Executive receives a request or is required (by a legaldeposition, contractualinterrogatory, fiduciary request for documents, subpoena, civil investigative demand or other obligation similar process) to disclose all or any part of the Company. Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) The consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive confirms shall not be required to take any action in violation of applicable laws. In the event that all such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Executive not permitted by this Agreement. By this Agreement, the Company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. All business recordsThe Executive waives and releases any claim that he should be able to use, papers for the benefit of any competing person or entity, client and documents kept customer goodwill or made Confidential Information that was previously received or developed by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to working for the Company, and shall retain no copies of, Ashford Inc. or any written materials, records and documents made entity advised by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes that At all times during the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason term of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection Employer shall provide Employee with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. access to “Confidential Information.” As used hereinin this Agreement, the term “Confidential Information” includes means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information with respect relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; and (f) other confidential information of Employer that is not generally known to the operation public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and performance related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the Companygeneral knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Confidential Information shall not include any information that (xi) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is or not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known or available in the industry other than as a result of a its disclosure by the Executive Employee, or (yiv) is has been independently developed by Employee and may be disclosed by Employee without breach of this Agreement, provided, in each case, that Employee shall bear the burden of demonstrating that the information falls under one of the above-described exceptions. Employee agrees that, except as required in the performance of Employee’s duties as an employee of Employer, Employee will not at any time (without the consent of the Board, which consent may be granted or becomes known withheld in the sole discretion of the Board), whether during or available subsequent to the Executive on term of Employee’s employment with Employer, in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. In the event that Employee is requested or ordered to disclose any Confidential Information, whether in a nonconfidential basis from legal or a source (regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other than the Company) thatappropriate protective device or procedure in order to assure, to the Executive’s knowledgeextent practicable, is not prohibited from disclosing such information to compliance with the Executive provisions of this Agreement. In the case of any disclosure required by a legallaw, contractual, fiduciary or other obligation to Employee shall disclose only that portion of the Company. (b) The Executive confirms that all Confidential Information that Employee is the exclusive property of the Companyordered to disclose in a legally binding subpoena, demand or similar order issued pursuant to a legal or regulatory proceeding. All business Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, papers and documents kept in any media (including electronic or made by the Executive while employed by the Company video) containing Confidential Information or relating to the business of the Company Employer, which Employee shall prepare, use, construct, observe, possess, or control shall be and remain the Employer’s sole property of the Company at all times(collectively “Employer Property”). Upon the request termination or expiration of the Company at any timethis Agreement, the Executive or earlier upon Employer’s request, Employee shall promptly deliver to the CompanyEmployer all Employer Property, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyretaining none.

Confidential Information. (a) The Executive Employee recognizes that the services to be performed by the Executive Employee hereunder are special, unique, and extraordinary and that, by reason of such Employee's employment with the Company, the Executive may acquire Employee will be provided Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive Employee agrees that the Executive Employee will not (directly or indirectly) at any time, whether during or after Employee's employment with the Executive’s employment hereunderCompany and its affiliates, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive Employee may learn or has learned by reason of the Executive’s Employee's employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s Employee's obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s Employee's rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive Employee and the Company or (E) with the prior written consent of the Board of DirectorsBoard. As used herein, “"Confidential Information” includes " includes, but is not limited to, information with respect to the operation and performance of the Company, its investments, portfolio companies, 's products, services, facilities, product facilities and methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)opportunities; provided, however, that such term, term shall not include any information that (x) is or becomes generally known or available other than as a result of a improper disclosure by the Executive Employee or (y) is or becomes known or available to the Executive Employee on a nonconfidential basis from a source (other than the Company) thatwhich, to the Executive’s Employee's knowledge, is not prohibited from disclosing such information to the Executive Employee by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects observations and data (including trade secrets) obtained by him or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive her while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any timeby, the Executive shall promptly deliver to the Companyor associated with, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company and/or its subsidiaries or affiliates (collectively “Confidential Information”) are valuable, special and unique assets of the Company. Confidential Information will be interpreted as broadly as possible to include all confidential information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to the Company’s and its subsidiaries’ and affiliates’ current or potential businesses. Confidential Information includes, without specific limitation, the confidential information, observations and data obtained by the Executive during the course of his or her employment concerning the business and affairs of the Company and its affiliates and information concerning acquisition opportunities in or reasonably related to the Company’s and its affiliates businesses or industries of which the Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he or she shall not, during his or her employment with the Company, or during the Restricted Period, disclose to any unauthorized person or use for any person’s account (other than personal the Company’s account) such Confidential Information without the Company’s prior written consent, unless and to the extent that any Confidential Information (i) becomes known to and available for use by the public other than as a result of the Executive’s acts or omissions to act; (ii) was or becomes available to the Executive on a non-confidential basis from a third party, that, to the Executive’s knowledge, was not and is not in violation of any obligation of confidentiality owed to the Company or otherwise prohibited from transmitting the information to the Executive by a contractual, legal or fiduciary duty, (iii) was known by the Executive prior to employment with the Company, or (iv) is required to be disclosed pursuant to any applicable law or court order (provided that the Executive shall give prompt advance written notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment). Nothing in this Section 8(a) is intended to prevent the Executive from using or disclosing Confidential Information in the performance of the Executive’s duties on behalf of the Company. The Executive agrees to deliver to the Company at the termination of the Employment Period, or at any time the Company may reasonably request in writing within twelve (12) months from the Termination Date, all memoranda, notes, plans, records, reports, studies and other documents, whether in paper or electronic form (and copies thereof), relating to the business of the Company (including, without limitation, all Confidential Information or Work Product (as defined below) that he or she may then possess or have under his or her control. The Executive agrees to give the Company reasonable access to and to allow the Company to inspect any computer or electronic device (including the right to copy Company information contained therein) that the Company reasonably believes contains Confidential Information, regardless of whether such computer or device is owned by the Company. However, the Executive may require that any access or inspection by the Company with respect to a computer or electronic device that is not owned by the Company be performed by a mutually agreed to independent third party who agrees in writing, in a form reasonably acceptable to the Company and the Executive, to not disclose (whether to the Company or otherwise) or use any confidential information of the Executive. (b) The Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom the Executive has an obligation of confidentiality, and shall not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom the Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. The Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to the Executive’s and that is (ii) common knowledge in the industry or (iii) is otherwise legally in the public domain, (iv) otherwise provided or developed by the Company, (v) otherwise usable by the Executive without violation or breach of any law, rule, regulation or any agreement with any other person, or (vi) in the case of materials, records and documents (including notes and correspondence) of property or information belonging to any former employer or other person to whom the Executive not containing proprietary information relating has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at any time during his or her employment with the Company, the Executive believes he or she is being asked to such business engage in work that will, or affairs. Notwithstanding will be likely to, jeopardize any confidentiality or other obligations the foregoingExecutive may have to former employers, the Executive shall immediately advise the Executive’s Supervisor so that the Executive’s duties can be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companymodified appropriately.

Confidential Information. (a) The Executive recognizes that the services to be performed while employed by the Executive hereunder are special, uniqueCompany or its affiliates and for the three (3) year period thereafter shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the shall not directly or indirectly use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglydisclose, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn have acquired (whether or has learned not developed or compiled by reason Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of the Executive’s employment with by the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with its predecessors without the prior written consent of the Board of DirectorsDirectors of the Company unless and except to the extent that such disclosure is (i) made in the ordinary course of Executive’s performance of his duties under this Employment Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). As used hereinFor the purposes of this Employment Agreement, the term “Confidential Information” includes means any secret, confidential or proprietary information with respect to possessed by the operation Company or any of its affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and performance of the Companyanticipated customer requirements, its investmentspricing policies, portfolio companiesprice lists, productsmarket studies, servicesbusiness plans, facilitiesoperational methods, marketing plans or strategies, product methodsdevelopment techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, trade secrets and other intellectual propertycompilations, systemsdevices, patents and patent applicationsmethods, procedurestechniques, manuals, confidential reports, product price lists, customer listsprocesses, financial informationinformation and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Employment Agreement) that has not become generally available to the public, and the term “Confidential Information” may include, but not be limited to, future business plans, prospects or opportunities (includinglicensing strategies, as applicableadvertising campaigns, all of the foregoing information regarding customers or suppliers, executives and independent contractors and the Company’s past, current terms and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result conditions of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairsthis Employment Agreement. Notwithstanding the foregoingprovisions of this Section 6(c) to the contrary, the Executive shall be permitted to retain copies of, furnish this Employment Agreement to a subsequent employer or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyprospective employer.

Confidential Information. (a) The Executive recognizes Participant will be furnished, use or otherwise have access to certain Confidential Information of the Company. For purposes of this Stock Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that the services is confidential and proprietary to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, including without limitation, (i) information relating to the Executive may acquire Confidential Information concerning Company’s past and existing customers and vendors and development of prospective customers and vendors, including specific customer product requirements, pricing arrangements, payments terms, customer lists and other similar information; (ii) inventions, designs, methods, discoveries, works of authorship, creations, improvements or ideas developed or otherwise produced, acquired or used by the operation Company; (iii) the Company’s proprietary programs, processes or software, consisting of but not limited to, computer programs in source or object code and all related documentation and training materials, including all upgrades, updates, improvements, derivatives and modifications thereof and including programs and documentation in incomplete stages of design or research and development; (iv) the subject matter of the Company’s patents, design patents, copyrights, trade secrets, trademarks, service marks, trade names, trade dress, manuals, operating instructions, training materials, and other industrial property, including such information in incomplete stages of design or research and development; and (v) other confidential and proprietary information or documents relating to the use Company’s products, business and marketing plans and techniques, sales and distribution networks and any other information or disclosure of documents which would cause the Company substantial loss reasonably regards as being confidential. The Company devotes significant financial, human and damages which could not be readily calculated other resources to the development of its products, its customer base and for which no remedy at law would be adequatethe general goodwill associated with its business, and the Company diligently maintains the secrecy and confidentiality of its Confidential Information. Accordingly, Each and every component of the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that is sufficiently secret to derive economic value from its not being generally known to other persons. While employed by the Executive may learn or has learned by reason of Company and thereafter, Participant will hold in the Executive’s employment with strictest confidence and not use in any manner which is detrimental to the Company or (ii) disclose any such Confidential Information to any Person individual or entity any Confidential Information, except (A) in the performance of the Executive’s obligations to as may be required by the Company hereunder, (B) as required by applicable law, (C) in connection with Participant’s employment. All Company Materials are and will be the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive sole property of the Company. All business records, papers Participant agrees that during and documents kept after his or made her employment by the Executive while employed by the Company, Participant will not remove any Company relating to Materials from the business premises of the Company shall be and remain the property of the or deliver any Company at all times. Upon the request of the Company at Materials to any time, the Executive shall promptly deliver to person or entity outside the Company, and shall retain no copies ofexcept as Participant is required to do so in connection with performing the duties of his or her employment. Participant further agrees that, immediately upon the termination of his or her employment for any written materialsreason, records and documents made or during Participant’s employment if so requested by the Executive Company, Participant will return all Company Materials and other physical property, and any reproduction thereof, excepting only Participant’s copy of this Agreement. For purposes of this Stock Agreement, Company Materials means documents or coming into the Executive’s possession while employed by the Company other media or tangible items that contain or embody Confidential Information or any other information concerning the business business, operations or affairs future/strategic plans of the Company other than personal materialsCompany, records and whether such documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business have been prepared by Participant or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companyby others.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information.” Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that related to the Executive may learn Company’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information to any Person except (A) in includes, without specific limitation, the information, observations and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Company’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities (includingemployee lists and telephone numbers, as applicablelocations of sales representatives, all new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of the foregoing information regarding the Company’s pastproviding service, current support and prospective portfolio companies); providedequipment. Therefore, however, Executive agrees that such term, he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source (other than Company at the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property end of the Company. All business Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, papers reports and other documents kept or made by the Executive while employed by the Company (and copies thereof) relating to the business of the Company or its Subsidiaries or Affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control. (b) During the Employment Period, Executive shall be not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom Executive has an obligation of confidentiality, and remain shall not bring onto the property premises of the Company or its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. Executive shall use in the performance of his duties only information that is (i) generally known and used by persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) otherwise provided or developed by the Company or its Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or person. If at all timesany time during this employment with the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive understands that the Company and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Upon During the request Employment Period and thereafter, and without in any way limiting the provisions of paragraph 5(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company at any time, the Executive shall promptly deliver or its Subsidiaries and Affiliates who need to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by know such information in connection with their work for the Company concerning or such Subsidiaries and Affiliates) or use, except in connection with his work for the business Company or affairs its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the CompanyBoard in writing.

Confidential Information. (a) The Executive recognizes acknowledges that in the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason course of such his employment with the Company, the Executive may acquire Confidential Information concerning the operation of he will gain a close, personal and special influence with the Company, the use or disclosure of which would cause the Company substantial loss 's customers and damages which could not will be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment acquainted with the Company Company's business affairs, information, trade secrets, and other matters which are of a proprietary or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations confidential nature, including but not limited to the Company hereunderCompany's operations, (B) as required by applicable lawbusiness opportunities, (C) in connection with the enforcement of the Executive’s rights under this Agreementprice and cost information, (D) in connection with any disagreementfinances, dispute or litigation (pending or threatened) between the Executive customer names, prospects and the Company or (E) with the prior written consent of the Board of Directors. As used hereincustomer lists, “Confidential Information” includes information with respect to the operation and performance of the Companybusiness plans, its investmentsvarious sales techniques, portfolio companiesmanuals, letters, notebooks, procedures, reports, products, processes, services, facilities, product methodsinventions, research and development, trade secrets and other intellectual propertyconfidential information and knowledge (collectively, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding "Confidential Information") concerning the Company’s past, current and prospective portfolio companies); provided, however, that such term, 's business. The term "Confidential Information" shall not include any information that which (xa) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the public through no violation of this Agreement, (b) was available to Executive on a nonconfidential basis prior to disclosure to Executive by the Company, or (c) becomes available to Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, provided that such source is not prohibited from disclosing such information to the Executive bound by a legal, contractual, fiduciary or other obligation to confidentiality agreement with the Company. (b) . The Company agrees to provide such Confidential Information and/or training which the Company deems necessary or desirable to aid Executive confirms in the performance of his duties. Executive understands and acknowledges that all such Confidential Information is the exclusive property of confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company. All business recordsExecutive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, papers and documents kept directly or made by indirectly, with the Company. At such time as Executive while shall cease to be employed by the Company relating Company, he will immediately turn over to the business Company all such Confidential Information including papers, documents, writings, electronically stored information, other property, and all copies of them provided to him during the Company shall be and remain course of his employment with the property Company. During or upon termination, for any reason, of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to Executive's employment with the Company, Executive shall sign a list acknowledging the Confidential Information of which he has gained knowledge or information during the course of his employment with the Company. The obligations of this Paragraph 5 shall continue beyond the termination of Executive's employment, regardless of the reason for such termination, and shall retain no copies ofbe binding upon Executive's assigns, any written materialsexecutors, records administrators, and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Companylegal representatives.