Common use of Confidentiality and Nondisclosure Clause in Contracts

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee Executive understands and agrees that he will be given Confidential Information (as defined below) ), and Training (as defined below) specialized training relating to such Confidential Information, during his employment with Employer Company relating to the business of Employer Company and/or its Affiliates (affiliates. Except as defined below). Employee authorized within the course and scope of his employment, Executive hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of EmployeeExecutive), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer Company and/or its Affiliatesaffiliates. Employee Executive agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer Company and/or its Affiliatesaffiliates, and to return, prior to Employee's Executive’s termination of employment, any such information in Employee's Executive’s possession. If Employee discovers, Executive discovers or comes into possession of, of any such information after his termination termination, he shall promptly return it to EmployerCompany. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "“Confidential Information" ” includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer Company or any of its Affiliates affiliates or customers and (1a) is proprietary to, about, or created by Employer Company or its Affiliates affiliates or customers; (2b) gives Employer Company or its Affiliates affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer Company or its Affiliates affiliates or customers; and (3c) is not typically disclosed by Employer Company or its Affiliates affiliates or customers, or known by persons who are not employed by Employer Company or its Affiliates affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: include information not generally available to the general public pertaining to Employer's Company’s business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's ’s termination of employment, any such information in Employee's ’s possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's ’s Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "“Confidential Information" ” includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's ’s business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "“Training" ” includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "“Affiliate" ” shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer the Company relating to the business of Employer the Company and/or its Affiliates (as defined below), in exchange for his agreement herein. Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer the Company and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer the Company and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employerthe Company. Employee acknowledges that the provisions of this paragraph are consistent with Employerthe Company's Code of Conduct with which Employee, as an employee of Employerthe Company, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer the Company or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer the Company or its Affiliates or customers; (2) gives Employer the Company or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer the Company or its Affiliates or customers; and (3) is not typically disclosed by Employer the Company or its Affiliates or customers, or known by persons who are not employed by Employer the Company or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employerthe Company's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee Executive understands and agrees that --------------------------------- That he will be given Confidential Information (as defined below) ), and Training (as defined below) specialized training relating to such Confidential Information, during his employment with Employer Company relating to the business of Employer Company and/or its Affiliates (as defined below)affiliates. Employee Executive hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of EmployeeExecutive), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer Company and/or its Affiliatesaffiliates. Employee Executive agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer Company and/or its Affiliatesaffiliates, and to return, prior to EmployeeExecutive's termination of employment, any such information in EmployeeExecutive's possession. If Employee discovers, Executive discovers or comes into possession of, of any such information after his termination termination, he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) Company For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer Company or any of its Affiliates affiliates or customers and (1a) is proprietary to, about, or created by Employer Company or its Affiliates affiliates or customers; (2b) gives Employer Company or its Affiliates affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer Company or its Affiliates affiliates or customers; and (3c) is not typically disclosed by Employer Company or its Affiliates affiliates or customers, or known by persons who are not employed by Employer Company or its Affiliates affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: include information not generally available to the general public pertaining to EmployerCompany's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee understands The relationship between the Manager and agrees that he will be given Confidential Information (as defined below) the Company is one of confidence and Training (as defined below) during his employment trust with Employer relating respect to any information applicable to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose the Manager or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner applicable to the business of any client of the Manager, which may be made known to the Company by the Manager or affairs by any client of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papersthe Manager, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that may be learned by the provisions Company during the term of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is boundAgreement. (b) For purposes The Manager possesses and will continue to acquire information that has been created or developed by or otherwise become known to the Manager (including, without limitation, information created or developed by or otherwise made known to the Manager by the Company during the term of this Agreement), "Confidential Information" includes, but is not limited to, which information has commercial value in the possession ofbusiness in which the Manager is engaged. All of such information is hereinafter called “Proprietary Information” and shall include, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of exampleillustration, Confidential Information shall include: information but not generally available to the general public pertaining to Employer's business operations such as limitation, names and financial and operational personal information concerning employees and clients of the Manager, client and prospective client lists, or other written records used in the Manager’s business, operating practices and related data, operational plans and advertising materials, advertising campaigns, advertising strategies, financial information, marketing plans, business strategies, sources, forecasts and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planningbudget information. (c) For purposes Unless otherwise agreed to in writing by the Manager, during the term of this AgreementAgreement and at all times thereafter, "Training" includesthe Company shall regard and preserve as confidential, but is and shall not limited todisclose without the prior written consent of the Manager, specialized and valuable training regarding Confidential the Proprietary Information. (d) For purposes The Company acknowledges and agrees that this Section 5 prohibits and precludes any use of Proprietary Information by it or by any person obtaining any Proprietary Information directly or indirectly from it in competition with the Manager. The Company acknowledges and understands that, absent the prior written agreement to the contrary by the Manager, sending announcements of any business affiliation other than that with the Manager to the Manager’s clients, client prospects and employees constitutes an impermissible act hereunder. (e) Upon the termination of this Agreement, "Affiliate" the Company shall mean any persondeliver to the Manager, and shall not keep or deliver to anyone else, all materials in the Company’s possession relating to the Manager’s business and operations. (f) The Company understands that in the event it is uncertain as to whether a document(s), list(s), or entity other information, whether oral or written, constitutes Proprietary Information under this Section 5, the Company shall notify the Manager of such uncertainty and ask the Manager for clarification. In such cases of uncertainty, the Company shall treat the subject material or information as Proprietary Information unless and until it obtains a written statement from an authorized representative of the Manager that it is not Proprietary Information. (g) The Company agrees and understands that violation of any portion of this Section 5 may result in the immediate termination of this Agreement by the Company, in addition to any other remedies which may be available to the Manager at law or in equity. (h) If, pursuant to subpoena (or sub-unit otherwise) during the term of this Agreement or thereafter, a demand is made upon the Company to disclose the Manager’s or its clients’ Proprietary Information by compulsion of law, the Company shall promptly notify the Manager in advance of such proposed disclosure to enable the Manager to be heard with respect to any such disclosure or to otherwise respond to any such compulsion if it desires to do so; provided, however, that any disclosure of Proprietary Information pursuant to a court order shall not be considered breach of this Agreement. (i) In the event that the Company violates or threatens to violate the terms of this Section 5, the Manager shall be entitled to an entity) that, directly order enjoining the Company for such violation or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthreatened violation for the reason that any damages caused to the Manager would be irreparable and incapable of measure in monetary terms.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's system-wide business operations such as financial and operational information and data, operational plans and strategiesstrategies for emerging and traditional business units (both domestic and foreign), business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-sub unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates affiliates or customersCustomers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's business operations the retail businesses of the TXU System such as financial and operational information and data, operational plans pricing guidelines and strategiesdata analysis of retail markets and business operations, software systems and processes, and business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planningplans. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Informationbusiness and operational strategies and plans of Employer and its Affiliates, the assets and operational characteristics of the retail businesses of the TXU System, and quantitative and qualitative business models relating to the retail markets business of the TXU System. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-sub unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer the Company relating to the business of Employer the Company and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer the Company and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer the Company and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employerthe Company. Employee acknowledges that the provisions of this paragraph are consistent with Employerthe Company's Code of Conduct with which Employee, as an employee of Employerthe Company, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer the Company or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer the Company or its Affiliates or customers; (2) gives Employer the Company or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer the Company or its Affiliates or customers; and (3) is not typically disclosed by Employer the Company or its Affiliates or customers, or known by persons who are not employed by Employer the Company or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employerthe Company's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthe Company.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer the Company relating to the business of Employer the Company and/or its Affiliates (as defined below)below , in exchange for his agreement herein. Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer the Company and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer the Company and/or its Affiliates, and to return, prior to Employee's ’s termination of employment, any such information in Employee's ’s possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employerthe Company. Employee acknowledges that the provisions of this paragraph are consistent with Employer's the Company’s Code of Conduct with which Employee, as an employee of Employerthe Company, is bound. (b) For purposes of this Agreement, "“Confidential Information" ” includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer the Company or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer the Company or its Affiliates or customers; (2) gives Employer the Company or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer the Company or its Affiliates or customers; and (3) is not typically disclosed by Employer the Company or its Affiliates or customers, or known by persons who are not employed by Employer the Company or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's the Company’s business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "“Training" ” includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "“Affiliate" ” shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthe Company.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer the Company relating to the business of Employer the Company and/or its Affiliates (as defined below), in exchange for his agreement herein. Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer the Company and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer the Company and/or its Affiliates, and to return, prior to Employee's ’s termination of employment, any such information in Employee's ’s possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employerthe Company. Employee acknowledges that the provisions of this paragraph are consistent with Employer's the Company’s Code of Conduct with which Employee, as an employee of Employerthe Company, is bound. (b) For purposes of this Agreement, "“Confidential Information" ” includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer the Company or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer the Company or its Affiliates or customers; (2) gives Employer the Company or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer the Company or its Affiliates or customers; and (3) is not typically disclosed by Employer the Company or its Affiliates or customers, or known by persons who are not employed by Employer the Company or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's the Company’s business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "“Training" ” includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "“Affiliate" ” shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthe Company.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he she will be given Confidential Information (as defined below) and Training (as defined below) during his her employment with Employer relating to the business of Employer and/or its Affiliates (as defined below)Affiliates. Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his her termination he she shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's energy trading business operations such as financial and operational information and data, operational plans pricing guidelines, data and strategiesanalyses of markets, software systems and processes, and business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planningplans. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Informationbusiness and operational strategies and plans of Employer and its Affiliates, the assets and operational characteristics of the energy trading business of Employer, and quantitative and qualitative business models relating to Employer's energy trading business. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-sub unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthe Company.

Confidentiality and Nondisclosure. (a) Employee understands It is understood that in the course of Officer's term of service with Company, Officer will become acquainted with Company Confidential Information. Officer recognizes that Company Confidential Information has been developed or acquired at great expense, is proprietary to Company, and is and shall remain the exclusive property of Company. Accordingly, Officer agrees that he will be given not, without the express written consent of Company, during Officer's term of service with Company and thereafter or until such time as Company Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating becomes generally known, or readily ascertainable by proper means, by persons unrelated to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publishCompany, disclose or authorize anyone else to useothers, publish or disclose in copy, make any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papersuse of, or copies thereofremove from Company's premises any Company Confidential Information, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employeeexcept as Officer's termination of employment, any such information in Employee's possessionduties for Company may specifically require. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Company Confidential Information" includesshall mean confidential, but is not limited to, proprietary information in or trade secrets of Company including without limitation the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and following: (1) is proprietary tocustomer lists and customer information as compiled by Company, aboutincluding customer orders, or created by Employer or its Affiliates or customersproduct usage, product volumes, pricing, customer technology, sale and contract terms and conditions, contract expirations, and other compiled customer information; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customersCompany's internal practices and procedures; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting Company's financial condition and financial results of operation to the foregoing and by way of example, Confidential Information shall include: information extent not generally available to the general public pertaining public; (4) supply of materials information, including sources and costs; (5) information relating to Employerdesigns, formulas, developmental or experimental work, know-how, products, processes, computer programs, source codes, data bases, designs, schematics, inventions, creations, original works of authorship, or other subject matter related to Company's business operations such as financial research and operational information and datadevelopment, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational strategic planning, manufacturing, engineering, purchasing, finance, marketing, promotion, distribution, and acquisition selling activities, whether now existing, or acquired, developed, or made available anytime in the future to Company; (6) all information which Officer has a reasonable basis to consider confidential or which is treated by Company as confidential; and divestiture planning. (c7) For purposes of this Agreement, "Training" includes, but any and all information having independent economic value to Company that is not limited generally known to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled not readily ascertainable by proper means by, persons who can obtain economic value from its disclosure or use. Officer acknowledges that such information is under common control with EmployerCompany Confidential Information whether disclosed to or learned by Officer or originated by Officer during employment by Company. In the event that information is not clearly and obviously publicly available, all information about Company shall be presumed to be confidential.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates affiliates or customersCustomers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's system-wide business operations such as financial and operational information and data, operational plans and strategiesstrategies for emerging and traditional business units, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-sub unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthe Company.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer the Company relating to the business of Employer the Company and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer the Company and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer the Company and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employerthe Company. Employee acknowledges that the provisions of this paragraph are consistent with Employerthe Company's Code of Conduct with which Employee, as an employee of Employerthe Company, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer the Company or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer the Company or its Affiliates or customers; (2) gives Employer the Company or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer the Company or its Affiliates or customers; and (3) is not typically disclosed by Employer the Company or its Affiliates or customers, or known by persons who are not employed by Employer the Company or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employerthe Company's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employerthe Company.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below)Affiliates. Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1) is proprietary to, about, or created by Employer or its Affiliates or customers; (2) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest of Employer or its Affiliates or customers; and (3) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: information not generally available to the general public pertaining to Employer's business operations such as financial and operational information and data, operational plans and strategies, business and marketing strategies and plans for various products and services, global operational planning, and acquisition and divestiture planning. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.

Confidentiality and Nondisclosure. (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound. (b) For purposes of this Agreement, "Confidential Information" includes, but is not limited to, information in the possession of, prepared by, obtained by, compiled by, or that is used by Employer or any of its Affiliates or customers and (1i) is proprietary to, about, or created by Employer or its Affiliates or customers; (2ii) gives Employer or its Affiliates or customers some competitive business advantage, the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interest interests of Employer or its Affiliates or customers; and (3iii) is not typically disclosed by Employer or its Affiliates or customers, or known by persons who are not employed by Employer or its Affiliates or customers. Without in any way limiting the foregoing and by way of example, Confidential Information shall include: include information not generally available to the general public pertaining to Employer's business operations such as financial records and operational information forecasts, matters relating to the establishment and datasupport of rates, operational plans and strategiescustomer information, business and marketing strategies and plans for various products and services, global operational planningstrategic planning initiatives, and acquisition quantitative and divestiture planningqualitative business models relating to Employer's business. (c) For purposes of this Agreement, "Training" includes, but is not limited to, specialized and valuable training regarding Confidential Information. (d) For purposes of this Agreement, "Affiliate" shall mean any person, or entity (or sub-unit of an entity) that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Employer.