Common use of Confidentiality and Intellectual Property Clause in Contracts

Confidentiality and Intellectual Property. (a) The Executive acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for the Company and that Executive has had and will have access to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes of this Agreement, “Confidential Information” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

Confidentiality and Intellectual Property. 5.1 The Consultant shall keep confidential all confidential or proprietary (a) The Executive acknowledges that whether so designated by the Company continually develops Confidential Informationor whether it is by its nature confidential or proprietary) information, that Executive may develop Confidential Information for data, documentation, designs, drawings, processes and techniques (in any medium or form) relating to the Project or to the business of the Company and or its affiliates that Executive has had and will have access comes to and has become and will become aware the attention of and informed of Confidential Information during the Consultant in the course of employment. For purposes performing the Services or arising out of this Agreementany research and development work conducted for or on behalf of the Company by the Consultant, or is otherwise acquired or developed by the Consultant during the Term (collectively, “Confidential Information” means ”). The foregoing restriction will not apply to any and all information of the Company that which is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) independently developed by the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted Consultant prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance independent of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on publicly available, (iii) rightfully received by the part Consultant from a third party without a duty of confidentiality, (iv) disclosed under operation of law to the extent only that disclosure is required by law, or (v) disclosed by the Consultant with the Company’s prior written approval. The Consultant shall not use the Confidential Information except in the performance of the Executive Services under this Agreement. If this Agreement is terminated for any reason whatsoever, the Consultant shall deliver forthwith to the Company all documents, records and reports and all other information or data relating to the Services, including all copies thereof, that the Consultant obtained from the Company or otherwise obtained on its own. 5.2 All research, reports, data, drawings, site plans, layouts, schematic drawings, surveys, plans and other documentation, material or information (in breach any medium or form) produced by or on behalf of the Consultant in the performance of the Services and all intellectual property of any nature or kind whatsoever therein are the sole property of the Company and are not to be used by the Consultant for any purpose other than the performance of its obligations under this Agreement. The Consultant waives all moral rights that it has or may have to the intellectual property and hereby undertakes to obtain waivers of moral rights from each of its employees, independent contractors, officers, directors and any others for whom the Consultant is responsible with respect to the intellectual property. The Consultant shall take all steps reasonably requested by the Company from time to time to perfect or register or evidence the Company's ownership interest in any intellectual property referred to above. The Consultant represents and warrants that none of the Services infringes or will infringe the intellectual property rights of any other person. 5.3 The Consultant shall not make any press releases or public statements with respect to the execution, delivery or manner of performance of this Agreement or as to any other person known matters related to this Agreement or the Executive Services, unless the Company has given its prior written approval to have an obligation such press release or public statement. The Consultant may not use the name of confidentiality the Company in connection with any advertising or publicity materials or activities except as expressly permitted by the Company in writing. 5.4 The Consultant shall take all steps necessary to ensure that all of its employees, independent contractors, officers, directors, and any others for whom the Consultant is responsible at law shall comply with the obligations set out in Article 5.0 and shall be liable to the Company for any breach or non-compliance of these obligations by them. 5.5 The Consultant acknowledges that the Company is subject to the Access to Information Act (R.S.C., 1985, c. A-1) and the Privacy Act (R.S.C., 1985, c. P-21) and that information provided to the Company in connection with respect this Agreement may be subject to such information, (iii) is disclosed in furtherance the provisions of the Executive’s duties under these Acts. 5.6 The provisions of this Article 5.0 shall survive expiration or termination of this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

Confidentiality and Intellectual Property. (a) The Executive Participant acknowledges that the Company continually develops Confidential InformationInformation (as defined below), that Executive the Participant may develop Confidential Information for the Company and that Executive the Participant has had and will have access to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes of this Agreement, “Confidential Information” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as currently or during the course of the date of the ExecutiveParticipant’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive Participant shall comply with the policies and procedures of the Company adopted prior established and as in effect from time to or during the Term time for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the ExecutiveParticipant’s duties and responsibilities to the Company, any Confidential Information. The Executive Participant understands that the ExecutiveParticipant’s obligations under this Section 7 1 shall continue to apply after the termination of Executivethe Participant’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 1 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive Participant in breach of this Agreement or any other person known to the Executive Participant to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the ExecutiveParticipant’s duties under this Agreementas an employee of the Company, or (iv) restricts or prohibits the Executive Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive Participant acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

Confidentiality and Intellectual Property. (a) 6.1 The Executive Consultant acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for consists entirely of trade secrets, confidential and proprietary information that is the exclusive property of the Company and that Executive or Associates from whom the Company has had and will have access to and has become and will become aware of and informed of Confidential Information obtained its rights. At all times during the course Term and for a period of employment. For purposes five years after the termination or expiry of this Agreement, “or in the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will treat the Company Confidential Information in strict confidence and will not, directly or indirectly, disclose, allow access to, transmit or transfer the Confidential Information to a third party (other than the Company’s or any Associate’s directors, officers, bankers, consultants, business collaborators or partners, licensors, sublicensees, suppliers, distributors, agents and legal and financial advisors in the ordinary course of business and on a reasonable need to know basis) unless otherwise required by law or by a regulatory authority having jurisdiction over the Company, or except as previously approved in writing by the Company. The Consultant will protect such Company Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. The Consultant acknowledges and agrees that nothing contained in this Agreement will be construed as an assignment to the Consultant of any right, title or interest in the Company Confidential Information” means any . As between the Company and the Consultant, all information right, title and interest relating to the Company Confidential Information is expressly reserved by the Company and the Associates from whom the Company has obtained its rights. All documents containing Confidential Information are the property of the Company or the relevant Associate. 6.2 At all times during the Term and for a period of five years after the termination or expiry of this Agreement, or in the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will not use any of the Company Confidential Information in any manner except as reasonably required for the Consultant to provide the Services. Without limiting the generality of the foregoing, the Consultant agrees that at all times during and subsequent to the consulting relationship, the Consultant will not use or take advantage of the Company Confidential Information for creating, maintaining or marketing, or aiding in the creation, maintenance or marketing, of any product that is competitive with any of the Products. 6.3 The Consultant will not generally known by those with whom copy or reproduce the Company competes Confidential Information except in the course of the Consultant’s consulting relationship with and for the benefit of the Company or does businesswith the written approval of the Company. All copies of Company Confidential Information remain the property of the Company. 6.4 Nothing in this Agreement precludes the Company from obtaining, protecting or enforcing its intellectual property rights or enforcing the Consultant’s obligations pursuant to the provisions of Section 6.0 or Section 7.0 in a court of competent jurisdiction, or with whom from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from the Consultant. The Consultant acknowledges that irreparable harm may result to the Company plans to compete if the Consultant breaches the Consultant’s obligations under Section 6.0 or do business as Section 7.0. The Consultant acknowledges that such a breach may not properly be compensated by an award of damages. Accordingly, the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement remedy for any such purpose)breach may include, one in addition to other available remedies and damages, injunctive relief or more activities which constitute other equitable relief enjoining such breach at the businessearliest possible date, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against themwill be entitled to seek injunctive relief restraining the Consultant from breaching any of the provisions of Sections 6.0 and 7.0. 6.5 The Consultant agrees to make full disclosure to the Company of each Work Product promptly after its creation. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketingThe Consultant hereby assigns and transfers, and financial activities of the Companyagrees to assign and transfer as they arise, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of to the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information agrees that the Company has receivedwill be the exclusive owner of, or may receive hereafterany and all rights, belonging to customers or others with any understanding, express or implied, title and interests that the information would not be disclosed. The Executive shall comply Consultant may have in and to each Work Product (including for more clarity those Work Product created prior to the Effective Date in connection with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (iBusiness) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).throughout the

Confidentiality and Intellectual Property. (a) The Executive acknowledges Xxxxxxxx and EVC acknowledge that the Company continually develops Confidential Information, that Executive Xxxxxxxx and EVC may develop Confidential Information for the Company and that Executive Xxxxxxxx has had and Xxxxxxxx and EVC will have access to and has become and will become aware of and informed of Confidential Information during the course of employmentthe Consulting Period. For purposes of this Agreement, “Confidential Information” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment this Agreement (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive Xxxxxxxx and EVC shall comply with the policies and procedures of the Company adopted prior to or during the Term Consulting Period for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s Xxxxxxxx and EVC duties and responsibilities to the Company, any Confidential Information. The Executive understands Xxxxxxxx and EVC understand that the ExecutiveXxxxxxxx’x and EVC’s obligations under this Section 7 6 shall continue to apply after the termination of Executive’s Xxxxxxxx’x employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 6 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive Xxxxxxxx or EVC in breach of this Agreement or any other person known to the Executive Xxxxxxxx or EVC to have an obligation of confidentiality to the Company with respect to such information, or (iii) is disclosed in furtherance of the ExecutiveXxxxxxxx and EVC’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

Confidentiality and Intellectual Property. (a) The Executive acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for the Company and that Executive has had and will have access to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes of this Agreement, “Confidential Information” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, not publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products (including product rates) and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC U.S.C. § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC U.S.C. § 1833(b).

Confidentiality and Intellectual Property. (a) The Executive acknowledges that While employed by Visteon, the Company continually develops Confidential Information, that Executive may develop Confidential generate or be exposed to trade secret, confidential or proprietary information (hereinafter “Proprietary Information”) including, but not limited to, inventions, future product plans, product designs, products (including prices, costs, sales or content), drawings, details of Visteon’s operations or marketing, computer programs, flow charts, customers (including identities of customers or prospective customers and identities of individual contacts at business entities which are customers or prospective customers), financial information or measures, business methods, future business plans, data bases, designs, models, operating procedures, knowledge of the organization, manufacturing processes, or any other work product of Visteon and all other knowledge, information, documents or materials owned, developed or possessed by Visteon. (b) While employed by Visteon, and for a period of ten years after completion of such employment, the Executive agrees not to disclose, directly or indirectly, any Proprietary Information in any unauthorized manner or for the Company and that Executive has had and will have access any unauthorized purpose outside of his duties on behalf of Visteon. This obligation does not apply to and has become and will become aware of and informed of Confidential such Proprietary Information during the course of employment. For purposes which: (a) is now or subsequently becomes publicly known or available by publication, commercial use or otherwise without breach of this Agreement, “Confidential Information” means any and all information agreement by the Executive; (b) is subsequently rightfully furnished to the Executive by a third person without restriction on disclosure; or (c) is delivered to the Executive after the expiration of the Company that is employment with Visteon. (c) Unless authorized by Visteon, the Executive will not generally known by those with whom remove from the Company competes premises of Visteon any property or does businessmaterials including any document or thing which comprises Proprietary Information. Further, upon completion of this assignment or with whom at any time upon the Company plans request of Visteon, the Executive agrees to compete deliver to Visteon all property or do business as of the date of materials within the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, possession or definitive agreement for any control including such purpose), one or more activities documents and things which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential contain Proprietary Information. The Executive understands covenants that he will destroy no records of Visteon’s. (d) The Executive agrees to assign all right, title and interest in any Proprietary Information, whether patentable, copyrightable or not, which is conceived or developed solely or jointly by the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information Executive while employed by Visteon and which (i) is generally known or readily available relates in any manner to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement actual or any other person known to the Executive to have an obligation anticipated business of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this AgreementVisteon, or (iv) restricts which was developed with the use of time, materials, equipment or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations facilities of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulationVisteon. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016)Unless authorized by Visteon in writing, the Executive acknowledges that an individual may will not be held liable under pursue patenting or copyrighting any criminal Proprietary Information. Visteon will have sole ownership in and exclusive rights to all Proprietary Information which is conceived or civil federal developed solely or state trade secret law for disclosure jointly by the Executive while employed by Visteon and which relates in any manner to the actual or any anticipated business of a trade secret: (i) made in confidence to a government official, either directly or indirectlyVisteon, or which was developed with the use of time, materials, equipment or facilities of Visteon. The Executive agrees to an attorneypromptly disclose to Visteon any Proprietary Information covered by this agreement and, solely if requested, promptly execute a specific assignment of title to Visteon and/or a Visteon designee for such Proprietary Information. The Executive agrees to take all reasonable actions necessary, even after the term of this employment has ended to enable Visteon to secure such patent, copyright or other protection in the United States or foreign countries. The Executive reserves no license to any intellectual property rights. (e) Any materials or software developed or created by the Executive relating to his employment which are protectable under the laws of Copyright, including written or electronic documents, illustrations, drawings, notes, models and computer software are to be considered works made for hire for Visteon and are the sole property of Visteon if it so fits within that definition in the Copyright Act. The Executive agrees to execute all forms and documents relating to obtaining and enforcing copyright protection for such material for the purpose United States and any other countries, even after the term of reporting employment has ended. (f) The Executive has no right to use any trademarks owned by Visteon without the express written authorization of Visteon. The covenants set forth in this paragraph 10 which are made by the Executive are in consideration of the employment, or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceedingcontinuing employment of, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose compensation paid to, the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed Executive during his employment by 18 USC § 1833(b)Visteon.

Confidentiality and Intellectual Property. 9.1 As used herein "Confidential Information" shall mean all information concerning Company, and its business of providing related services (acollectively the "Business") The Executive which information is not generally available to the public and is valuable to the business of Company, including, but not limited to, customer lists, customer information, business relationships, trade secrets, technical know-how, processes, methods, techniques, procedures, expertise, software programs, data bases, documentation, financial data, personnel information, marketing strategies and programs, and pricing information, and all other data and information treated by Company as Confidential Information. Confidential Information shall not include any information or data which (1) is available to the public, (2) becomes public information or widely known through no fault of Consultant. 9.2 Consultant acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for the Company and that Executive has had and will have access to and has become and will become aware of and informed of Confidential Information during the course of employmentConsultant's employment with the Company, Consultant will have learned or developed in trust and confidence Confidential Information owned by the Company. For purposes of this AgreementAt all times during Consultant's employment with the Company and after the termination thereof, “Consultant shall maintain the Confidential Information in strict confidence and shall not divulge the Confidential Information to any person, corporation or other entity, or use in any manner, or knowingly allow another to have access to the Confidential Information” means . 9.3 Consultant agrees that, except as required in the performance of Consultant's duties, Consultant will not, at any time during Consultant's employment or any time after the termination of Consultant's employment, use, publish, or otherwise disclose in any way to any person, firm or corporation any Confidential Information of Company, or of any other party to which Company owes an obligation of confidence, and which has not become a part of the public domain through no fault of Consultant. 9.4 All notes, reports, studies, data, computer printouts, financial information, business plans, analysis, or other documents created by or given to Consultant during employment concerning or related to Company's Business in all information media forms, and whether or not containing or relating to Confidential Information, are the property of the Company that is not generally known by those with whom and will be promptly delivered to Company upon the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of Consultant's employment. 9.5 Consultant agrees that, at all times Consultant's employment with Company and for a period of two (as evidenced by the entry of discussions2) years thereafter, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive Consultant shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make knownattempt to hire any employee of the Company or to induce any employee of Company to terminate his or her employment with Company. 9.6 Consultant recognizes and affirms that in the event of breach by Consultant of any of the provisions of this Article 9, divulgemoney damages would be inadequate and Company would have no adequate remedy at law. Accordingly, revealConsultant agrees that Company shall have the right, furnishin addition to any other rights and remedies existing in its favor, make available to enforce its rights and Consultant obligations under this Article 9 not only by an action or useactions for damages, but also by an action or actions for specific performance. injunction and/or other equitable relief to enforce or prevent any violations, whether anticipatory, continuing or future, of the provisions of the Article 9. 9.7 If any of the provisions of Article 9 of this Agreement are adjudicated to be excessively broad as to: (1) geographic area, (2) the nature of the business activity involved, (3) duration in time, or (4) any other attribute, the parties authorize the court construing the same to modify the excessively broad provisions to such limited extent as is reasonable, given the original express of intent of the parties, and to enforce the restriction as modified or to eliminate the restriction if it cannot be reasonably modified. Any provisions of this Agreement not so modified or eliminated shall remain in xxxx force and effect. 9.8 Consultant agrees that, except as otherwise required by law, Consultant will not at any time without the prior consent of Company discuss or otherwise divulge to any person or entity other than as required by applicable law Consultant's legal counsel any opinion, information, evidence or for the proper performance of the Executive’s duties and responsibilities testimony which Consultant is to offer in any litigation, arbitration, or other adversarial proceeding in which the Company, its interests or the interests of its shareholders are directly or indirectly involved. If Consultant is contacted by or approached by any Confidential Informationperson or entity to discuss or disclose any such matters, Consultant will immediately report the occurrence to Company. If Consultant is served with legal process of any kind which requires Consultant to disclose any such matters, Consultant will immediately report such service to Company, provide Company with copies of the process, and decline to respond to the process until: (1) the last date permitted for response to the process, or (2) Company's counsel shall have determined how to proceed in the Company's best interest, whichever event shall first occur. The Executive understands that the Executive’s obligations covenants given by Consultant under this Section 7 shall continue to apply after Article 9 will survive the termination of Executive’s Consultant's employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

Confidentiality and Intellectual Property. (a) 9.1 The Executive property, and any copyright, design rights or other intellectual property rights in the Software and other technology and techniques comprising the TCW Services and any Output Material shall, unless otherwise specifically agreed in Writing between the Client and the Company, belong to the Company, but the Client shall be entitled to use the Output Material for the purposes of utilising the TCW Services by way of a non-exclusive revocable licence, subject to payment in full of all sums payable under this contract. 9.2 The Client acknowledges that all knowhow, inventions, intellectual property, designs, database rights, computer software, business processes and trademarks comprising the TCW Services, howsoever arising are the exclusive and valuable property of the Company. The use of the TCW Services by the Client shall not confer or be deemed to confer to the Client any rights whatsoever in respect of any part or aspect of the TCW Services. 9.3 The Client acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for TCW Services are being provided by the Company to the Client on a subscription basis and that Executive has had and will the Client shall have access no rights to and has become and will become aware access, use, or otherwise enjoy the benefit of and informed of Confidential Information during the course of employment. For purposes TCW Services outside the term of this Agreement, “Confidential Information” means agreement as set out in the Services Price and Term section above. 9.4 The Client undertakes not to disclose to any other party information and all information knowledge that comes into its possession in respect of the Company that is not generally known by those TCW Services, which can reasonably considered to be confidential including without limitation information in connection with whom the Company competes or does businessknowhow, or with whom the Company plans to compete or do inventions, intellectual property, designs, database rights, computer software and business as of the date of the Executive’s termination of employment (as evidenced processes. 9.5 Any information provided by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities Client which constitute is designated confidential in writing by the businessClient, and any and all informationOutput Material, publicly known in whole or in part or not, which, if disclosed shall be kept confidential by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom all Output Material or other information provided by the Company has business relationships which is designated confidential in writing by the Company shall be kept confidential by the Client; but the foregoing shall not apply to any documents or other materials, data or other information which either party is required to disclose by law or by statutory requirements or which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party or is lawfully disclosed to the other party by a third party. 9.6 The Output Material is prepared exclusively for the Client for the purposes of the Contract and may not under any circumstances be used by any third party. The Company is not liable for any Output Material so used and the nature Client shall indemnify the Company against all liability and substance loss, damages and expenses awarded against or incurred by the Company in connection with any claims in connection with such use of those relationshipsthe Output Material and the TCW Services. 9.7 While the Company is not aware, to the best of its knowledge, that any Output Material is in infringement of any design rights, copyright or other intellectual property rights of any third party, it does not give any particular warranty in this respect. Confidential Information also includes The Client should verify the accuracy of any information before acting upon it. 9.8 The Company makes no claim that the The Company has received, Website is free from viruses or may receive hereafter, belonging data corrupting or damaging material. All representations and warranties relating to customers or others with any understandingThe Company Website, express or implied, that are excluded. [The Company does not have any liability to the information would not be disclosed. The Executive shall comply with the policies and procedures Client arising out of the Client’s use of The Company adopted prior to Website or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or interruption of its use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).]

Confidentiality and Intellectual Property. (a) The Executive acknowledges Consultant and its Members who are signatories to this Agreement, each acknowledge that the Company continually develops Confidential Information, that Executive it or they may develop Confidential Information for have access to confidential information regarding the Company and its business. Each of the Consultant and its Members agrees that Executive has had it and they will have access not, during or subsequent to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes Term of this Agreement, “Confidential Information” means divulge, furnish or make accessible to any and all information of person (other than with the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities written permission of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic any knowledge or information or plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such the Company or its business, including, but not by way of limitation, the technology, intellectual property, or products of the Company, whether in the concept or development stage, or that may be marketed by the Company on the Effective Date of this Agreement or during the Term hereof. The Company recognizes that the Consultant and its Members has and will have the following information: inventions, products, prices, costs, discounts, future plans, business affairs, patents, patent applications, trademarks, process information, trade secrets, technical information, customer lists, product design information, copyrights, and other proprietary information (iiicollectively, “Proprietary Information”) is disclosed in furtherance which are valuable, special and unique assets of the Executive’s duties under this Agreement, or (iv) restricts or prohibits Company and need to be protected from improper disclosure. In consideration for the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations disclosure of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016)Proprietary Information, the Executive acknowledges Consultant and each of its Members severally agree that an individual may they shall not be held liable under at any criminal time or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government officialany manner, either directly or indirectly, use any Proprietary Information for their own benefit, or divulge, disclose, or communicate in any manner any Proprietary Information to an attorney, solely for any third party without the purpose prior written consent of reporting or investigating a suspected the Company. Each of the Consultant and its Members will protect the Proprietary Information and treat it as strictly confidential. A violation of law or (ii) in this Section 9 shall be a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected material violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court orderthis Agreement. Nothing in The confidentiality provisions of this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures shall remain in full force and effect after the termination of trade secrets that are expressly allowed by 18 USC § 1833(b)this Agreement.

Confidentiality and Intellectual Property. (a) The Executive acknowledges that the Company continually develops Confidential InformationWhile employed by Visteon, that Executive may develop Confidential Information for the Company generate or be exposed to trade secret, confidential or proprietary information (hereinafter "Proprietary Information") including, but not limited to, inventions, future product plans, product designs, products (including prices, costs, sales or content), drawings, details of Visteon's operations or marketing, computer programs, flow charts, customers (including identities of customers or prospective customers and that Executive has had and will have access to and has become and will become aware identities of and informed of Confidential Information during the course of employment. For purposes of this Agreementindividual contacts at business entities which are customers or prospective customers), “Confidential Information” means any and all financial information or measures, business methods, future business plans, data bases, designs, models, operating procedures, knowledge of the Company that is not generally known by those with whom the Company competes or does businessorganization, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussionsmanufacturing processes, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Information. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation work product of confidentiality to the Company with respect to such Visteon and all other knowledge, information, documents or materials owned, developed or possessed by Visteon. (iiib) is disclosed in furtherance While employed by Visteon, and for a period of the Executive’s duties under this Agreementten years after completion of such employment, or (iv) restricts or prohibits the Executive from initiating communications directly withagrees not to disclose, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, any Proprietary Information in any unauthorized manner or for any unauthorized purpose outside of his duties on behalf of Visteon. This obligation does not apply to an attorneysuch Proprietary Information which: (a) is now or subsequently becomes publicly known or available by publication, commercial use or otherwise without breach of this agreement by Executive; (b) is subsequently rightfully furnished to Executive by a third person without restriction on disclosure; or (c) is delivered to Executive after the expiration of the employment with Visteon. (c) Unless authorized by Visteon, Executive will not remove from the premises of Visteon any property or materials including any document or thing which comprises Proprietary Information. Further, upon completion of this assignment or at any time upon the request of Visteon, Executive agrees to deliver to Visteon all property or materials within Executive's possession or control including such documents and things which contain Proprietary Information. Executive covenants that he will destroy no records of Visteon's. (d) Executive agrees to assign all right, title and interest in any Proprietary Information, whether patentable, copyrightable or not, which is conceived or developed solely or jointly by Executive while employed by Visteon and which relates in any manner to the actual or any anticipated business of Visteon, or which was developed with the use of time, materials, equipment or facilities of Visteon. Unless authorized by Visteon in writing, Executive will not pursue patenting or copyrighting any Proprietary Information. Visteon will have sole ownership in and exclusive rights to all Proprietary Information which is conceived or developed solely or jointly by Executive while employed by Visteon and which relates in any manner to the actual or any anticipated business of Visteon, or which was developed with the use of time, materials, equipment or facilities of Visteon. Executive agrees to promptly disclose to Visteon any Proprietary Information covered by this agreement and, if requested, promptly execute a specific assignment of title to Visteon and/or a Visteon designee for such Proprietary Information. Executive agrees to take all reasonable actions necessary, even after the term of this employment has ended to enable Visteon to secure such patent, copyright or other protection in the United States or foreign countries. Executive reserves no license to any intellectual property rights. (e) Any materials or software developed or created by Executive relating to his employment which are protectable under the laws of Copyright, including written or electronic documents, illustrations, drawings, notes, models and computer software are to be considered works made for hire for Visteon and are the sole property of Visteon if it so fits within that definition in the Copyright Act. Executive agrees to execute all forms and documents relating to obtaining and enforcing copyright protection for such material for the purpose United States and any other countries, even after the term of reporting employment has ended. (f) Executive has no right to use any trademarks owned by Visteon without the express written authorization of Visteon. The covenants set forth in this paragraph 9 which are made by Executive are in consideration of the employment, or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceedingcontinuing employment of, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed compensation paid to, Executive during his employment by 18 USC § 1833(b)Visteon.

Confidentiality and Intellectual Property. (a) Each Principal Shareholder and Additional Founder (each a "Shareholder") acknowledges that, by reason of such person's employment or other ------------ association with the Company, such Shareholder has learned, and may hereafter learn, trade secrets and obtain other confidential and proprietary information concerning the business, operations, technology, financial condition, policies, procedures and processes of the Company, SM&A and their respective affiliates (collectively, "Confidential Information"). Each Shareholder agrees that such ------------------------ Shareholder will not divulge or otherwise disclose, directly or indirectly, any Confidential Information which such Shareholder may learn or may have learned prior hereto as a result of such Shareholder's employment or other association with the Company, except to the extent such information is lawfully obtainable from public sources or such use or disclosure (i) is required by applicable laws; (ii) is authorized by the Board of Directors of the Company; (iii) is or becomes available to the general public through no fault of such Shareholder; or (iv) was disclosed to such Shareholder without restriction on disclosure by a third party who had the lawful right to disclose such Confidential Information and was not under any restriction of non-disclosure with respect to such information. (b) Each Shareholder expressly acknowledges and agrees that all work and services, if any, provided or to be provided to the Company and/or SM&A by such Shareholder has been and shall be under the direction, control and supervision of the Company and SM&A, that such work and services and every part and element thereof is, shall be and shall remain the sole and exclusive property of the Company and/or SM&A, who shall have all ownership rights therein. In the event, or to the extent, any such work or services are not held or considered to be owned by the Company and/or SM&A under applicable laws for any reason, then such Shareholder agrees to and does hereby irrevocably and perpetually transfer, assign and convey to the Company and/or SM&A, as the case may be, all right, title and interest in and to all such work and services. The Executive acknowledges Company or SM&A in its sole discretion shall have the right to register, patent and/or copyright rights and to obtain and hold patent and copyright registrations or such other protections as the Company or SM&A may deem appropriate to the subject matter, in and to the work and services, if any, of such Shareholder in the Company's or SM&A's own name, or in the name of such Shareholder, to the extent the Company or SM&A believes appropriate. If requested by the Company or SM&A, each Shareholder agrees to sign any additional document of assignment or other documents that the Company continually develops Confidential Informationor SM&A deems necessary or desirable, that Executive may develop Confidential Information for and otherwise cooperate with and assist the Company and that Executive has had and will have access SM&A to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes of this Agreement, “Confidential Information” means any and all information of separately confirm or more completely vest in the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans and/or SM&A exclusive right and title to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the businesswork and services, and any and all informationelements thereof, publicly known in whole or in part or notincluding, whichbut not limited to, if disclosed by patent, copyright and trade secret and other intellectual property rights. In the event a Shareholder should fail to have any such documents signed, then the Company would assist and SM&A are each hereby irrevocably appointed such Shareholder's attorney-in-fact (which agency shall be deemed coupled with an interest) with full right, power and authority to execute, verify, acknowledge and deliver the same in competition against them. Confidential Information includes, without limitation, the name and on behalf of such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosedShareholder. The Executive provisions of this Section 14.13 shall comply with survive the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information Closing ------------- and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the Company, any Confidential Informationcontinue forever. The Executive understands that the Executive’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).[signature page follows]

Confidentiality and Intellectual Property. (5.1 The Supplier shall: a) The Executive acknowledges keep confidential all information relating to the Company's, the Client's or any End User's business and affairs (including, for the avoidance of doubt, Payment Rates) ("Confidential Information") which may become known to it in connection with the supply of the Services or this Agreement. Confidential Information shall not include any public information or information that becomes public through no breach of this Agreement at any point during the term of this Agreement; b) not use any Confidential Information except for the purposes of performing the Services; c) without delay enter into any and all assignments of intellectual property rights (relating to the Work Results or otherwise arising from the performance of the Services) or confidentiality undertakings that the Company continually develops or the Client may require it to enter into; d) not without the Client's express written permission transfer or delete any information from the Client’s Systems; and on request, return to the Company (or any other entity as the Company may direct) all material in its or the Consultant's possession or control and belonging to the Client or the Company and/or containing Confidential Information. 5.2 The Supplier shall at the request of the Company, that Executive may develop Confidential Information execute and do all acts and things reasonably necessary to enable the Company (or the Company's nominee) to apply for and obtain protection (including copyright and patent rights) for the Company Work Results and that Executive has had and will have access to and has become and will become aware any other intellectual property rights arising from the performance of and informed of Confidential Information during the course of employment. For purposes of this Agreement, “Confidential Information” means Services in any and all information countries and to vest title to the Work Results in the Company (or the Company's nominee) absolutely. 5.3 The Supplier hereby assigns to the Company (or the Company's nominee) all present and future intellectual property rights in or relating to the Work Results or otherwise arising from the performance of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includesServices including, without limitation, the right to sxx for past infringements. Supplier acknowledges that no additional compensation is due and owing in relation to such information relating assignments. 5.4 The Supplier shall from time to time do all such acts and things and sign all such documents (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom without cost to the Company has business relationships and or the nature and substance of those relationships. Confidential Information also includes any information that Client) at the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures request of the Company adopted prior as may be necessary to or during perfect the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties and responsibilities assignments referred to the Company, any Confidential Informationin clauses 5.2 and/or 5.3. The Executive understands that the Executive’s obligations under provisions of this Section 7 clause 5 shall continue to apply after the survive termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of the Executive in breach of this Agreement or any other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

Confidentiality and Intellectual Property. (a) The Executive acknowledges that the Company continually develops Confidential InformationContractor shall neither, that Executive may develop Confidential Information for the Company and that Executive has had and will have access to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes period of this Agreement, “Confidential Information” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, publicly known except in whole or in part or not, which, if disclosed by the Company would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial activities of the Company, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. The Executive shall comply with the policies and procedures of the Company adopted prior to or during the Term for protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance of the Executive’s duties Services) nor at any time after its termination (without limit), directly or indirectly: 8.1.1. use Confidential Information for his own purposes or those of any other person, firm, company or other organisation whatsoever; or 8.1.2. disclose to any person, company or other organisation whatsoever, any information, data, know-how, trade secrets and responsibilities other materials whatsoever, in any form whatsoever, relating wholly or partly to the business of the Company, whether or not marked as or otherwise indicated to be confidential, including but not limited to any such information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and sales information, business plans or dealings, other service providers, employees or officers, financial information and plans, designs, formulae, product lines, services, legal affairs, research activities, any works, any passwords or encryption tools used in relation to the Services, any document marked ‘Confidential’ (or a similar expression), or any information which the Contractor bas been told is of a confidential nature or which it might reasonably expect the Company would regard as confidential or any information which has been given to the Company in confidence by customers, suppliers or any other persons (“Company Confidential Information”) The Contractor acknowledges and accepts and shall procure that any other third parties to whom any Company Confidential Information is disclosed pursuant to this Agreement shall acknowledge and accept the highly confidential nature of the information contained on the system and the Company Confidential Information which will be available to them in the course of the Services All Company Confidential Information shall remain at all times the property of the Company or Group Company as the case may be and shall be returned to the Company on demand by the Company and, in any event, on the termination of this Agreement. Any document or other materials (whether in paper, hard disk, portable disk or other format) created by the Contractor in connection with the performance of the Services shall be the property of the Company or relevant Group Company as the case may be and shall be treated as being Company Confidential Information. No rights are reserved to the Contractor The Executive understands that obligations contained in this Clause 8 shall cease to apply to any information or knowledge which: (i) is or becomes public knowledge other than through any act or omission constituting a breach of the ExecutiveContractor’s obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall not apply to information which (i) is generally known or readily available to the public at the time of disclosure, Agreement; and (ii) becomes generally known through no act on Information which the part of Contractor can prove was already in the Executive in breach Contractor’s possession and at its free disposal before the date of this Agreement agreement or prior to any other person known to agreement with the Executive to have an Company; and (iii) Information received in good faith from a third party having no obligation of confidentiality to towards the Company with respect and which third party was free to disclose such information, (iii) is disclosed in furtherance of the Executive’s duties under this Agreement, or ; and (iv) restricts where such use or prohibits disclosure has been properly authorised by the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long Company as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).aforesaid; and

Confidentiality and Intellectual Property. (a) 6.1 The Executive Consultant acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for consists entirely of trade secrets, confidential and proprietary information that is the exclusive property of the Company and that Executive or Associates from whom the Company has had and will have access to and has become and will become aware of and informed of Confidential Information obtained its rights. At all times during the course Term and for a period of employment. For purposes five years after the termination or expiry of this Agreement, “or in the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will treat the Company Confidential Information in strict confidence and will not, directly or indirectly, disclose, allow access to, transmit or transfer the Confidential Information to a third party (other than the Company’s or any Associate’s directors, officers, bankers, consultants, business collaborators or partners, licensors, sublicensees, suppliers, distributors, agents and legal and financial advisors in the ordinary course of business and on a reasonable need to know basis) unless otherwise required by law or by a regulatory authority having jurisdiction over the Company, or except as previously approved in writing by the Company. The Consultant will protect such Company Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve its secret and confidential nature. The Consultant acknowledges and agrees that nothing contained in this Agreement will be construed as an assignment to the Consultant of any right, title or interest in the Company Confidential Information” means any . As between the Company and the Consultant, all information right, title and interest relating to the Company Confidential Information is expressly reserved by the Company and the Associates from whom the Company has obtained its rights. All documents containing Confidential Information are the property of the Company or the relevant Associate. 6.2 At all times during the Term and for a period of five years after the termination or expiry of this Agreement, or in the case of trade secrets for so long as the information qualifies as trade secrets, the Consultant will not use any of the Company Confidential Information in any manner except as reasonably required for the Consultant to provide the Services. Without limiting the generality of the foregoing, the Consultant agrees that at all times during and subsequent to the consulting relationship, the Consultant will not use or take advantage of the Company Confidential Information for creating, maintaining or marketing, or aiding in the creation, maintenance or marketing, of any product that is competitive with any of the Products. 6.3 The Consultant will not generally known by those with whom copy or reproduce the Company competes Confidential Information except in the course of the Consultant’s consulting relationship with and for the benefit of the Company or does businesswith the written approval of the Company. All copies of Company Confidential Information remain the property of the Company. 6.4 Nothing in this Agreement precludes the Company from obtaining, protecting or enforcing its intellectual property rights or enforcing the Consultant’s obligations pursuant to the provisions of Section 6.0 or Section 7.0 in a court of competent jurisdiction, or with whom from pursuing any other remedy available to it for such breach or threatened breach, including the recovery of damages from the Consultant. The Consultant acknowledges that irreparable harm may result to the Company plans to compete if the Consultant breaches the Consultant’s obligations under Section 6.0 or do business as Section 7.0. The Consultant acknowledges that such a breach may not properly be compensated by an award of damages. Accordingly, the date of the Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement remedy for any such purpose)breach may include, one in addition to other available remedies and damages, injunctive relief or more activities which constitute other equitable relief enjoining such breach at the businessearliest possible date, and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company would assist in competition against themwill be entitled to seek injunctive relief restraining the Consultant from breaching any of the provisions of Sections 6.0 and 7.0. 6.5 The Consultant agrees to make full disclosure to the Company of each Work Product promptly after its creation. Confidential Information includes, without limitation, such information relating to (i) the development, research, sales, manufacturing, marketingThe Consultant hereby assigns and transfers, and financial activities of the Companyagrees to assign and transfer as they arise, (ii) the products and services of the Company, (iii) the costs, financial performance, and strategic plans of the Company, (iv) the identity and special needs of the customers of to the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. Confidential Information also includes any information agrees that the Company has receivedwill be the exclusive owner of, or may receive hereafterany and all rights, belonging to customers or others with any understanding, express or implied, title and interests that the information would not be disclosedConsultant may have in and to each Work Product (including for more clarity those Work Product created prior to the Effective Date in connection with the Business) throughout the world, including all trade secrets, patent rights, copyrights and all other intellectual property rights therein. The Executive shall comply Consultant further agrees to cooperate fully at all times during and subsequent to the Term with respect to signing further documents and doing such acts and other things reasonably requested by the policies Company, at the Company’s expense, to confirm such transfer of ownership of rights, including intellectual property rights, effective at or after the time the Work Product is created and procedures of to enable the Company adopted to apply for, obtain, and enforce patents or copyrights or other rights or protections relating to the Work Product in any and all countries. The Consultant agrees that the obligations in this Section 6.5 will continue beyond the termination of this Agreement with respect to any and all Work Product made, conceived, created, invented, developed, acquired or reduced to practice prior to or during the Term Term. For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Work Product, the Work Product will be considered a work made for protecting Confidential Information hire and shall not disclose the Company will be considered the author thereof. Should the Consultant for any reason fail to provide the Company with the assistance required by this Section 6.5, then the Consultant hereby irrevocably designates the CEO as the agent and attorney-in-fact of the Consultant to execute and file any such documents and to do all lawful acts necessary to apply for and obtain patents, copyrights and other protections, and to enforce the Company’s rights under this Section 6.5. The Consultant will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than as required by applicable law or for the proper performance receive any further consideration in respect of the Executive’s duties and responsibilities post-termination assistance provided to the Company, any Confidential Information. The Executive understands provided that the Executiveexpense of obtaining or enforcing intellectual property protection, including the reasonable expenses of the Consultant, will be borne by Company. Notwithstanding anything contrary in the foregoing, the parties acknowledge that the provisions of this Section 6.5 are subject to the Consultant’s obligations set forth in Sections 2.5 and 2.6 of this Agreement and the terms of the License Agreement. For the avoidance of doubt, the obligations under this Section 7 shall continue to apply after the termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 7 shall subsection 6.5 do not apply to information which (i) is generally known or readily available Excluded Work Product. 6.6 The Consultant agrees that the Company, its assignees and their respective licensees are not required to designate the Consultant as the author of any Work Product. The Consultant hereby waives in whole all moral rights that the Consultant may have in any Work Product, including the right to the public at the time of disclosure, (ii) becomes generally known through no act on the part integrity of the Executive in breach of this Agreement Work Product, the right to be associated with the Work Product, the right to restrain or claim damages for any distortion, mutilation or other person known to the Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance modification of the Executive’s duties under this AgreementWork Product, or (iv) restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 USC § 1833(b) (the Defend Trade Secrets Act of 2016), the Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose right to restrain use or reproduction of the trade secret except pursuant to court order. Nothing Work Product in this Agreement is intended to conflict any context and in connection with 18 USC § 1833(b) any product, service, cause or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b)institution.