Common use of Confidentiality and Nondisclosure Clause in Contracts

Confidentiality and Nondisclosure. (a) The Employee shall hold in strict confidence and shall not, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of an obligation not to disclose them. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited herein, or any breach of the provisions of Sections 4, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.

Confidentiality and Nondisclosure. (a) The Employee shall hold in strict confidence and shall not, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee VENDOR hereby acknowledges and agrees that all it may be exposed to confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliatesRCMLS, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includesincluding, but is not limited to, trade secretsthe SERVICE or SYSTEM, inventionsor relating to RCMLS affairs, business information, or other information designated as confidential (“Confidential Information”). VENDOR agrees that it shall not disclose, nor permit any of its agents or employees to disclose, and Confidential Information or proprietary aspect of the SERVICE or product(s) prepared or created by VENDOR for END USERS to any unauthorized third party without first obtaining written consent of RCMLS. i. Such Confidential Information may not be used by VENDOR in any manner except for the purposes of creating the software products contemplated by this AGREEMENT. ii. XXXXXX agrees to protect the confidentiality of RCMLS’s Confidential Information in the same manner it protects the confidentiality of its own proprietary and confidential information of like kind. Access to the Confidential Information shall be restricted to VENDORS’s personnel engaged in creating the software products contemplated by this AGREEMENT. XXXXXX agrees to inform such personnel of the confidential nature of the information, that such information is subject to this AGREEMENT, and shall require such personnel to abide by the terms of this AGREEMENT. VENDOR shall not otherwise, in any manner, copy, disclose, publish, release, reproduce, transmit, transfer, or make available Confidential Information of RCMLS without RCMLS’s prior written consent. iii. All Confidential Information of RCMLS in the possession of VENDOR, in whatever form such Confidential Information is possessed by VENDOR including copies thereof, shall be returned to RCMLS upon the first to occur: (a) completion of the purpose referred to above, or (b) written request by RCMLS, or (c) termination of this AGREEMENT. VENDOR shall immediately notify RCMLS upon learning of any unauthorized use or disclosure of the Confidential Information of RCMLS. iv. Nothing in this AGREEMENT shall prohibit or limit either party’s use of information (including, but not limited to, ideas, processesconcepts, formulasknow-how, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new productsand methodologies) whereby such information was (i) previously known to it, marketing and selling(ii) independently developed by it, customer identities(iii) acquired by it 1. from a third party which was not, customer liststo the best of VENDOR’s reasonable knowledge, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of under an obligation to RCMLS not to disclose them. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited hereinsuch information, or any (iv) which is or becomes publicly available through no breach of the provisions of Sections 4, 9 or 11 by VENDOR of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11AGREEMENT. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.

Confidentiality and Nondisclosure. (a) The Employee shall hold in strict confidence and shall not, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee VENDOR hereby acknowledges and agrees that all it may be exposed to confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliatesRCMLS, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includesincluding, but is not limited to, trade secretsthe SERVICE or SYSTEM, inventionsor relating to RCMLS affairs, business information, or other information designated as confidential (“Confidential Information”). VENDOR agrees that it shall not disclose, nor permit any of its agents or employees to disclose, and Confidential Information or proprietary aspect of the SERVICE or product(s) prepared or created by VENDOR for END USERS to any unauthorized third party without first obtaining written consent of RCMLS. a. Such Confidential Information may not be used by VENDOR in any manner except for the purposes of creating the software products contemplated by this AGREEMENT. b. VENDOR agrees to protect the confidentiality of RCMLS’s Confidential Information in the same manner it protects the confidentiality of its own proprietary and confidential information of like kind. Access to the Confidential Information shall be restricted to VENDORS’s personnel engaged in creating the software products contemplated by this AGREEMENT. VENDOR agrees to inform such personnel of the confidential nature of the information, that such information is subject to this AGREEMENT, and shall require such personnel to abide by the terms of this AGREEMENT. VENDOR shall not otherwise, in any manner, copy, disclose, publish, release, reproduce, transmit, transfer or make available Confidential Information of RCMLS without RCMLS’s prior written consent. c. All Confidential Information of RCMLS in the possession of VENDOR, in whatever form such Confidential Information is possessed by VENDOR including copies thereof, shall be returned to RCMLS upon the first to occur: (a) completion of the purpose referred to above, or (b) written request by RCMLS, or (c) termination of this AGREEMENT. VENDOR shall immediately notify RCMLS upon learning of any unauthorized use or disclosure of the Confidential Information of RCMLS. d. Nothing in this AGREEMENT shall prohibit or limit either party’s use of information (including, but not limited to, ideas, processesconcepts, formulasknow-how, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new productsand methodologies) whereby such information was (i) previously known to it, marketing and selling(ii) independently developed by it, customer identities(iii) acquired by it from a third party which was not, customer liststo the best of VENDOR’s reasonable knowledge, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of under an obligation to RCMLS not to disclose them. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited hereinsuch information, or any (iv) which is or becomes publicly available through no breach of the provisions of Sections 4, 9 or 11 by VENDOR of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11AGREEMENT. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.

Confidentiality and Nondisclosure. (a) The Employee terms and conditions of the Transaction Documents and the License Agreement (collectively, the "Financing Agreements"), including their existence, shall hold in strict confidence be considered confidential information to Intel and the Company and shall not, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, not be disclosed by any party hereto to any third party, person, firm, corporation or party (other entity, irrespective of whether such person or entity is a competitor of than to the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I shall be deemed trade secrets existing shareholders of the Company and members of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist Board of copyrighted material, and Employee shall exercise his best efforts to prevent Directors) except in accordance with the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Companyprovisions set forth below. (b) Confidential and/or proprietary information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees Within sixty (60) days of the Closing, the Company may issue a press release disclosing that Intel has invested in the Company; provided that the release does not disclose any of the terms and conditions of the Financing Agreements (the "Financing Terms") and the final form of the press release is approved in advance in writing by Intel. No other announcement regarding Intel's investment in the Company in a press release, and any other conference, advertisement, announcement, professional or trade secrets not specifically mentioned herein which are not publicly known publication, mass marketing materials or are only publicly known due otherwise to a breach of an obligation not to disclose themthe general public may be made without Intel's prior written consent. (c) The Employee further hereby agrees Notwithstanding the foregoing, (i) any party may disclose any of the Financing Terms, including Intel's investment in the Company, to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and acknowledges attorneys; (ii) any party may disclose (other than in a press release or other public announcement described in subsection (b)) solely the fact that the Investors are investors in the Company to any disclosure third parties without the requirement for the consent of any confidential other party or proprietary information prohibited herein, nondisclosure obligations; and (iii) Intel may disclose its investment in the Company and the Financing Terms to third parties or any breach of the provisions of Sections 4, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable public at its sole discretion and, if it does so, the other parties hereto shall have the right to disclose to third parties any such information disclosed in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary a press release or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach other public announcement by the Employee of the provisions contained in Sections 4, 9, or 11Intel. (d) The Employee further agrees thatIn the event that any party is requested or becomes legally compelled (including without limitation, upon termination pursuant to securities laws and regulations) to disclose the existence of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate Financing Agreements or any other firm or corporation with whom of the Employee shall become associated Financing Terms hereof in any capacity whatsoever contravention of the provisions of this Section and 6.2, such party (the "Disclosing Party") shall provide the other parties (the "Non-Disclosing Parties") with prompt written notice of that fact so that the Company appropriate party may give such notice to such firmseek (with the cooperation and reasonable efforts of the other parties) a protective order, corporation confidential treatment or other personappropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which counsel to the Company has advised is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any Non- Disclosing Party. (e) The provisions of this Section 6.2 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby. Additional disclosures and exchange of confidential information between the Company and Intel (including without limitation, any exchanges of information with any Intel board observer) shall be governed by the terms of the Corporate Non-Disclosure Agreement No. 85625, dated December 18, 1996, executed by the Company and Intel, and any Confidential Information Transmittal Records ("CITR") provided in connection therewith.

Confidentiality and Nondisclosure. For purposes of this Section 3 and Sections 4 and 5 of this Agreement, the “Company” shall include iRobot, its subsidiaries, corporate entities (other than Heartland and its subsidiaries) in which, to the Contractor’s knowledge, iRobot has made a minority equity investment and their respective successors and assigns. In consideration and as a condition of the Contractor’s continuing relationship with the Company and the compensation paid for Contractor’s performance of the Services, the Contractor agrees as follows: (a) The Employee shall hold Except as deemed necessary by the Contractor to perform the Services hereunder, (i) to keep confidential, except as the Company may otherwise consent in strict confidence writing, and shall notnot to disclose, or make any use of except for the benefit of the Company, at any time either during or subsequent to the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of Contractor’s relationship with the Company, any trade secrets secrets, confidential information, knowledge, data, or other proprietary or Confidential Information information of the Company relating to products, processes, know-how, designs, customer lists, business plans, marketing plans and strategies, and pricing strategies pertaining to any business of the Company, which the Contractor may produce, obtain or otherwise acquire during the course of his relationship with the Company (“Confidential Information”), except as herein provided, and (ii) not to deliver, reproduce or in any way allow any such Confidential Information, or any subsidiary documentation relating thereto to be delivered or affiliate used by any third parties without specific direction or consent of a duly authorized representative of the Company obtained by Company. Notwithstanding the Employee from or through his employment hereunder. The Employee hereby acknowledges foregoing, Confidential Information shall not include (1) the Contractor’s skills and agrees general knowledge about the Robotics Industry, it being understood that all confidential Contractor’s skills and proprietary information referred general knowledge relating to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliatesRobotics Industry may have been, and that the Employee shall take such stepsmay continue to be, undertake such actions and refrain from taking such other actionsdeveloped or enhanced, in part, as mandated by the provisions hereof and by the provisions a result of the Virginia Uniform Trade Secret Act. Employee further acknowledges that Contractor’s past or future provision of Services to the Company's products , (2) Confidential Information that has been disclosed or released to the general public unless such disclosure or release is as a result of Contractor’s breach of this Agreement, (3) Confidential Information that is available to Contractor on a non-confidential basis from a source other than the Company, provided such source is not and titles consist was not bound by a confidentiality agreement with the Company, (4) Confidential Information which, at the time of copyrighted materialdisclosure, had previously been developed by Contractor independently of and without reference to the Confidential Information, or (5) Confidential Information which at the time of disclosure, and Employee shall exercise his best efforts with respect to prevent the use such disclosure only, is required to be disclosed pursuant to a requirement of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Companylaw. (b) Confidential and/or proprietary information In the event of termination of the Contractor’s relationship with the Company for any reason whatsoever, Contractor agrees: (i) to surrender and documents" as used in this Section includesdeliver to the Company promptly all records, but is not limited tomaterials, trade secretsequipment, inventions, ideas, processes, formulas, source drawings and object codes, data, programs, other works data of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of any nature pertaining to the Company, regardless of whether containing any Confidential Information, and the Contractor will not take with him any other trade secrets not specifically mentioned herein description containing or pertaining to any Confidential Information which are not publicly known the Contractor may produce or are only publicly known due obtain during the course of performing the Services; (ii) after returning all such Company property, the Contractor shall promptly delete and finally purge all duplicates, electronic or otherwise, from any computer or device under his possession or control; and (iii) to sign and deliver a breach of an obligation not to disclose them.“Termination Certificate” in the form attached as Exhibit A. (c) The Employee further hereby agrees To keep and acknowledges maintain adequate and current written records of all sales and customer transactions related to the Services that any disclosure of any confidential or proprietary information prohibited hereinare material to the Company, or any breach which records shall be available to and remain the sole property of the provisions of Sections 4, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11all times. (d) The Employee further agrees that, upon termination of Except as set forth in this Agreement, whether voluntary Contractor acknowledges and agrees that he will not use any Confidential Information in connection with the pursuit or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever furtherance of the provisions of this Section and that the Company may give such notice to such firm, corporation or other personOpportunities.

Confidentiality and Nondisclosure. (a) The Employee shall hold Information that is not in strict confidence the public domain and shall notis disclosed under this Agreement, either during including the ten-n content of this Agreement or after the termination hereofAgreement, use or disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Companyconsidered confidential information. (b) Confidential and/or proprietary Prior to the Closing, the parties hereto shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except in any press release that may be approved in writing by both parties and to the Title Company for purposes of performing its obligations under this Agreement, and except as follows: (i) with the prior written consent of the other party; (ii) as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a party in such matters; (iii) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of litigating parties; (iv) to a party’s officers, directors, employees, agents, affiliates and representatives and to its legal counsel, accountants, engineers, consultants and other professionals in connection with the Companyreview, evaluation, negotiation, and closing of this transaction; (v) by Purchaser, in confidence, to any bank and financing or funding sources and their advisors solely in connection with the obtaining of financing or funding to finance this transaction; provided that, in (i) through (iv) above, the disclosing party shall (1) use all efforts to minimize the disclosure to third parties; and (2) provide the other trade secrets party with at least ten (10) days prior written notice of any intended disclosure that results from a third party request for the terms of this Agreement or any Confidential Information (as described below) that may be in its possession, in which event the party to whom the request is made shall reasonably cooperate (at no out-of-pocket expense to it) on any action by the other party to preserve the confidentiality of such terms or Confidential Information (e.g., and not specifically mentioned herein which are in limitation, to return any such Confidential Information to Seller so it is no longer in Purchaser’s possession). The parties agree that the Purchase Price shall be Confidential Information and shall not publicly known or are only publicly known due be disclosed prior to a breach the Closing Date without consent of an obligation not both parties, except as may be necessary to disclose themparties to whom disclosure may be made as provided in subparagraphs (ii) through (v) above. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited herein, or any breach of During the provisions of Sections 4, 9 or 11 course of this Agreement, each of Purchaser and Seller may result in irreparable injuryhave or may be provided access to confidential information and materials of the other. Each party agrees that it will maintain the confidentiality of all such confidential information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. Neither party shall disclose any of such confidential information to its agents, affiliates or to any third parties except to its agents or affiliates who have a need to know and damage who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein. Neither party will make any copies of the confidential information received from the other except as necessary for its agents or affiliates with a need to know. Any such confidential information shall be stamped, labeled or otherwise identified as such at the time it is disclosed to the Company other party (“Confidential Information”). Any copies which are made will not be adequately compensable in monetary damages, that identified as belonging to the Company will have no adequate remedy at law therefor, party disclosing such Confidential Information and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary marked “Confidential,” “Proprietary,” or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other persona similar legend.

Confidentiality and Nondisclosure. During his employment as Senior Vice President and General Counsel of Company, Executive has been given access to or has developed information some of which may be non-public confidential information of a proprietary nature, and some of which may qualify as a trade secret or may constitute an attorney-client communication. All such non-public information and material shall be treated by Executive as “Confidential Information” to be protected from disclosure or unauthorized use. Such confidentiality may be waived only by the written consent of Company. Provided, however, that nothing contained herein shall prohibit Executive from cooperating freely with the United States Department of Justice (“DOJ”), the United States Securities and Exchange Commission (“SEC”), and other federal and state authorities having jurisdiction, on any matter about which they inquire involving Company, its parent, subsidiaries, affiliates, and/or any of their officers, directors, employees and agents. Any such report or cooperation will be consistent with Executive's ethical obligations as an attorney and nothing contained herein shall constitute a waiver by Company and its affiliates of any confidentiality owed to them by Executive by reason of his provision of legal representation and advice. As used herein, Confidential Information shall specifically include, but not be limited to, non-public data related to: (a) The Employee shall hold information relating to the manner in strict confidence and shall not, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the which Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliatesparent, and that the Employee shall take such stepssubsidiaries, undertake such actions and refrain from taking such other actionsand/or affiliates do business, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includesincluding, but is not limited to, trade secretstheir legal strategies, inventionsevidence, ideas, processes, formulas, source and object codes, data, programs, positions with regard to pending or possible claims or other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwilllegal proceedings, business plans, budgets financial results, software and unpublished financial statementscomputer systems, licensesconstruction processes, prices bid procedures or status, quality procedures, product test results, personnel files, employment policies, salaries and costswages, suppliers and customersbenefits, infon-nation regarding the skills and compensation of other employees of the Companyemployee contracts, performance reviews, and labor relations strategies; (b) information related to any pending or contemplated claims, litigation, investigations, arbitrations, and/or other trade secrets not specifically mentioned herein which are not publicly known fact-finding or are only publicly known due to a breach of an obligation not to disclose them. adjudicative proceedings involving Company and/or its parent, subsidiaries, and/or affiliates; and (c) The Employee further hereby agrees information relating to contractual obligations of Company and/or its parent, subsidiaries, and/or affiliates to third parties. Nothing contained herein shall prevent Executive from using any truthful, non-confidential information about Company and acknowledges that any disclosure of any confidential his employment in order to obtain future employment or proprietary information prohibited herein, or any breach of the provisions of Sections 4, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or for any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other personlawful purpose.

Confidentiality and Nondisclosure. The Executive will not use or disclose to any individual or entity any Confidential Information (aas defined below) except (i) in the performance of Executive's duties for the Company, (ii) as authorized in writing by the Company, (iii) as required by subpoena or court order, provided that, prior written notice of such required disclosure is provided to the Company and, provided further that all reasonable efforts to preserve the confidentiality of such information shall be made, or (iv) in order to enforce and defend Executive’s rights under this Agreement. As used in this Agreement, “Confidential Information” shall mean information that (i) is used or potentially useful in the business of the Company, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company's products or services, processing, manufacturing, marketing, selling, customer lists, call lists, customer data, memoranda, notes, records, technical data, sketches, plans, drawings, chemical formulae, trade secrets, composition of products, research and development data, sources of supply and material, operating and cost data, financial information, personal information and information contained in manuals or memoranda. “Confidential Information” also includes proprietary and/or confidential information of the Company's customers, suppliers and trading partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise. The Employee Executive agrees to treat all such customer, supplier or trading partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or disclosure of Confidential Information shall hold continue after Executive's employment terminates for any reason for so long as the information is not generally known to the public. Pursuant to the Defend Trade Secrets Act of 2016, Executive and the Company hereby expressly acknowledge their understanding that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made in strict confidence and shall notto a federal, state, or local government official, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, or to any third partyan attorney, person, firm, corporation and solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other entitydocument filed in a lawsuit or other proceeding, irrespective if such filing is made under seal. Notwithstanding anything in this Agreement to the contrary, Executive shall not have breached his obligations hereunder due to Executive’s use of whether Residuals (as defined below). The term “Residuals” means Confidential Information that is in nontangible or abstract form (i.e., not digital, written or other documentary form, including tape or disk), which is retained in Executive’s memory, and where the source of such person or entity is Confidential Information has become remote (e.g., as a competitor result of the Company passage of time or is engaged in Executive’s subsequent exposure to information of a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee nature from or through his employment hereunder. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, another source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of an obligation not to disclose them. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited herein, or without any breach of the provisions of Sections 4, 9 or 11 of this Agreement, may result any confidentiality obligation hereunder) such that Executive in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have good faith can no adequate remedy at law therefor, longer specifically identify such Confidential Information’s source and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained Executive in Sections 4, 9, or 11good faith believes is not Confidential Information. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.

Confidentiality and Nondisclosure. EXCEPT AS OTHERWISE REQUIRED BY LAW, SELLER, ITS EMPLOYEES AND AGENTS SHALL NOT DISCLOSE THE EXISTENCE OF THIS AGREEMENT OR THE FACT THAT SELLER IS ABLE TO OFFER BUYER’S LOAN PRODUCTS AND PRICES. SELLER AND BUYER SHALL KEEP ALL COMMUNICATIONS BETWEEN SELLER AND BUYER CONFIDENTIAL INCLUDING ALL “NONPUBLIC PERSONAL INFORMATION” (aAS THAT TERM IS DEFINED IN TITLE V OF THE XXXXX- XXXXX-XXXXXX ACT (THE “ACT”) The Employee AND UNDER APPLICABLE REGULATIONS ISSUED UNDER THE ACT) OF THE CUSTOMERS OR CONSUMERS OF BUYER AND WHICH IS FURNISHED BY OR THROUGH THE BUYER TO THE SELLER. Irreparable harm shall hold in strict confidence and shall not, either during be presumed if the ten-n of Seller or Buyer breaches this Agreement or after the termination hereof, use or disclose, directly or indirectly, Section. In addition to any third partyother remedies to which the Buyer or Seller may be entitled as a result of such a breach, personthe Buyer or Seller shall be entitled to seek injunctive relief immediately enjoining the Seller or Buyer, firmas applicable, corporation or other entityfrom continuing its breach and without posting bond therefore. Without limiting the foregoing, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby Seller acknowledges and agrees that all confidential it shall not, except as required by law, and proprietary information referred to in this Section I I it shall cause its directors, officers, employees, agents and advisors not to, without the prior written consent of Buyer (which consent shall be deemed trade secrets of granted or withheld by Buyer in its sole and absolute discretion) disclose to any third party the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of an obligation not to disclose them. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited herein, or any breach of the provisions of Sections 4, 9 or 11 existence of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company againstterms hereof, or an account of, any breach by the Employee involvement of Buyer and/or its affiliates in the transactions contemplated hereby. Without limiting the generality of the provisions contained foregoing, Seller shall not, without the prior written consent of Buyer, refer to Buyer or its affiliates verbally or in Sections 4writing or use the logo of Buyer or its affiliates in connection with engagement of any third party service providers, 9the origination of any Loan or the marketing of the Loans to prospective Obligors, including, without limitation, in any Loan documents, in any advertisements or other promotional or information materials regarding the Loans, in any press releases or other public announcements or media, or 11on any internet website. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.

Confidentiality and Nondisclosure. 9.1. In connection with the offering of the Common Shares, the Company is disclosing to Subscriber certain of its proprietary or non-public information. As a condition to the Company furnishing such information to Subscriber, Subscriber agrees, as set forth below, to treat confidentially such information, any other information the Company or its agents hereafter furnish to Subscriber or its agents and any information obtained by meeting with Company personnel, stockholders, vendors, attorneys, accountants, lenders or other business associates (all such information being collectively referred to as "MATERIAL"), together with any analyses, compilations, studies or other documents or records prepared by any of Subscriber or its directors, officers, employees, agents, advisers, financing sources, subsidiaries, or affiliates, if any, or representatives (including attorneys and accountants) ("REPRESENTATIVES," and together with Subscriber, the "AUTHORIZED Recipients"), which contain or otherwise reflect or are generated from the Material (collectively, the "DERIVATIVE MATERIAL"); provided that the terms "MATERIAL" and "DERIVATIVE MATERIAL" do not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Subscriber or its Representatives, (ii) was or becomes lawfully available to Subscriber from a source, other than the Company or its Representatives, which is not known by Subscriber to be bound by a confidentiality obligation to the Company or (iii) is required to be disclosed under applicable law or pursuant to process of law (but subject to the remaining provisions hereof.) For the purposes hereof, the Material and the Derivative Material are sometimes collectively referred to as the "EVALUATION MATERIAL". 9.2. The Evaluation Material shall be used solely for the purpose of evaluating a possible investment in Common Shares and for no other purpose. Except to the extent permitted hereby, Subscriber shall not, without the Company's prior written authorization, directly, or indirectly, (a) The Employee shall hold in strict confidence and shall not, either during disclose to any person who is not an Authorized Recipient the ten-n contents of this Agreement any of the Evaluation Material or after the termination hereof, use or discloseexploit the Evaluation Material other than in connection with a prospective investment in Common Shares or, directly or indirectly, (b) disclose to any third partyperson other than an Authorized Recipient the fact that Subscriber is considering an investment in Common Shares, person, firm, corporation the fact that Subscriber has requested or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or Confidential Information of received information from the Company or any subsidiary or affiliate of the Company obtained by terms, conditions or other facts with respect to any such possible investment, including the Employee from or through his employment hereunderstatus thereof. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I shall be deemed trade secrets of the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documentsterm "PERSON" as used in this Section includesherein shall be broadly interpreted to include without limitation any corporation, but is not partnership, limited toliability company, trade secretsassociation, inventions, ideas, processes, formulas, source and object codes, data, programsmutual fund, other works of authorshiporganization, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known group or are only publicly known due to a breach of an obligation not to disclose themindividual. (c) The Employee further hereby agrees and acknowledges that any disclosure of any confidential or proprietary information prohibited herein, or any breach of the provisions of Sections 4, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.

Confidentiality and Nondisclosure. (a) The Employee A. No Member shall hold in strict confidence and shall not, either during issue any press release or make any public statement regarding the ten-n specific terms of this Agreement or after specific events or circumstances which may occur hereafter which is not truthful or not in conformance with instructions from the termination hereofExecutive Committee, use where the Executive Committee has determined that such terms, events or disclosecircumstances require a uniform response from the Members and has so notified the Members in writing. B. The Company has developed and will in the future develop, directly and some Members have developed and may in the future develop (such Members are hereinafter individually and collectively referred to as the "Disclosing Members"), original concepts and regulatory and business strategies related to the Business, including technical, financial and business information and models, names of potential partners, business plans, market projections, specifications, data, models, reports, memoranda, work, work products and other confidential and proprietary information (the "Confidential Information"). The Confidential Information shall also include information developed by any other Member (such other Members are hereinafter individually and collectively referred to as the "Other Members") containing or indirectlybased on the Confidential Information created by the Company or any Disclosing Member. C. The Confidential Information is non-public, confidential and proprietary, and disclosure of the Confidential Information to third parties would harm the Company or the Disclosing Members, or both, competitively. In order to allow the Other Members to participate in the Company and to effectuate the intent of this Agreement, the Company and the Disclosing Members have made and may continue to make available to the Other Members certain Confidential Information. Each of the Other Members therefore agrees to the following, and agrees to cause its Representatives (as defined below) to abide by the following: (i) Without the prior written consent of the Company or the Disclosing Members, depending on whose Confidential Information it is, it will not disclose to any third party, personother than to its officers, firmdirectors, corporation agents, employees and representatives, including financial and legal advisers, in each case with a need to know (collectively, the "Representatives") any Confidential Information and will cause its Representatives to not disclose to any third party any Confidential Information. (ii) It will use the Confidential Information only for the limited purpose of effectuating the intent of this Agreement. (iii) The confidentiality obligations of this Section 13.18 shall not, as to any Other Member, extend to any Confidential Information if it can be established by written records that (A) such Other Member possessed such information before it was provided by the Company and the Disclosing Members, (B) such information is or other entitybecomes a matter of public knowledge without such Other Member having breached its obligations under this Section 13.18, irrespective (C) such Other Member independently developed such information, or (D) such Other Member received such information from a third party who did not breach a duty of whether confidentiality in disclosing it. (iv) Except with respect to Customer Lists as set forth in Section 13.18.E hereof, all Confidential Information (including tangible copies and computerized or electronic versions thereof) shall remain the property of the Company and/or the Disclosing Members, as the case may be, depending on which entity developed the Confidential Information. Within 10 days following the receipt of a written request from the Disclosing Members, the Other Members will deliver to the Disclosing Members all tangible materials containing or embodying the Confidential Information of such person Disclosing Member, together with a certificate executed by the president or entity is any vice president, or an analogous representative, of such Other Member certifying that all such materials in the Other Member's possession or control have been delivered to the Disclosing Members or have been destroyed (a competitor "Return Certificate" (v) The Company shall enforce the terms of the Confidentiality Agreements and any Confidential Information disclosed to the parties thereto shall be subject to such Confidentiality Agreements. D. Nothing contained in this Section 13.18 shall prohibit any disclosure required by law or by any rules of any applicable securities exchange or national market quotation system. E. The Members acknowledge that the customer lists generated by the Company or any Subsidiary of the Company (the "Customer Lists") shall constitute a Company Asset. As a result, the Company shall be free to sell or otherwise transfer its Customer Lists to Third Parties selected by it on such terms as it may determine, provided that, except in the case of Complete Sale, a Sky Deal or a liquidation of the Company or is a dissolution of its business, it will not sell or otherwise transfer a Customer List to a Third Party engaged in a business similar Competing Business and, if it makes a Customer List available to that of the Company, any trade secrets or other proprietary or Confidential Information of the Company or any subsidiary or affiliate of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby acknowledges and agrees that all confidential and proprietary information referred to in this Section I I a Third Party it shall be deemed trade secrets of the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best use it commercially reasonable efforts to prevent the use of impose on such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of Third Party an obligation not to disclose themuse such Customer List in a Competing Business. The Company shall have the right to make such Customer List available to any new operator it has the authority to authorize to operate on such terms as it may determine. (c) The Employee further hereby agrees and acknowledges F. With respect to any Affiliate of Hughes that is a Member, its Representatives who receive Confidentiax Xxxxrmation may not include any disclosure officer, director, agent, employee or other Representative of any confidential or proprietary information prohibited hereinSky, or any breach of the provisions of Sections 4other than, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of extent otherwise prohibited under this Section and that the Company may give such notice to such firm13.18, corporation or other personTNCL.

Confidentiality and Nondisclosure. a. The protections provided for in this Paragraph shall be treated as supplementing the terms of any separate confidentiality or non-disclosure agreement between Buyer and Seller. Nothing contained in these Terms shall be construed as abrogating any protections to which Buyer otherwise may be entitled under the terms of another agreement governing confidentiality and nondisclosure. b. As used in these Terms, "Confidential Information" shall mean any and all technical and business information provided by Buyer (aor its affiliates) The Employee shall to Seller, including but not limited to (i) patent and patent applications, (ii) trade secrets, and (iii) proprietary information of Buyer or its business partners — ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulas related to the current, future, and proposed products and services, and including without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and information Buyer provides regarding third parties. c. Seller agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and shall not, either during the ten-n of this Agreement or after the termination hereof, use or disclose, directly or indirectly, not disclose to any third party, person, firm, corporation or other entity, irrespective of whether such person or entity is a competitor of the Company or is engaged in a business similar to that of the Company, any trade secrets or other proprietary or party Confidential Information of the Company Buyer, except as approved in writing by Buyer, and will use the Confidential Information for no purpose other than performance of its contractual obligations to Buyer. Seller shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained therein. Seller may not modify, reverse engineer, decompile, create other works from the intellectual property or sensitive information of Buyer, or disassemble any subsidiary software programs contained in the Confidential Information without the prior written consent of Buyer d. Seller shall immediately notify Buyer in writing upon discovery of any loss or affiliate unauthorized disclosure of the Company obtained by the Employee from or through his employment hereunder. The Employee hereby acknowledges Confidential Information. e. Upon written request of Buyer, Seller shall promptly return all documents and other tangible materials representing Buyer’s Confidential Information and all copies thereof. f. Seller recognizes and agrees that all confidential and proprietary information referred to nothing contained in this Section I I Agreement shall be deemed trade secrets of construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that my issue, based on such Confidential Information. Seller shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from the Company and of its subsidiaries and affiliates, and that the Employee shall take such steps, undertake such actions and refrain from taking such other actions, as mandated by the provisions hereof and by the provisions of the Virginia Uniform Trade Secret Act. Employee further Confidential Information. g. Seller acknowledges that the Company's products and titles consist of copyrighted material, and Employee shall exercise his best efforts to prevent the use of such copyrighted material by any person or entity which has not prior thereto been authorized to use such information by the Company. (b) Confidential and/or proprietary information and documents" as used in this Section includes, but is not limited to, trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, improvements, discoveries, drawings, contracts, methods of operation, developments, designs and techniques, new products, marketing and selling, customer identities, customer lists, customer contacts, customer goodwill, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, infon-nation regarding the skills and compensation of other employees of the Company, and any other trade secrets not specifically mentioned herein which are not publicly known or are only publicly known due to a breach of an this Paragraph will cause irreparable damage to Buyer and hereby agrees that Buyer shall be entitled to seek injunctive relief, as well as such further relief as Buyer may be entitled by law, equity, or contract. h. Seller’s obligations under this Paragraph will survive termination or expiration of the Contract. Seller’s obligations under this Paragraph shall terminate only when Seller can demonstrate that the Confidential Information in question: (i) was in the public domain at the time it was communicated to the Seller; (ii) entered the public domain subsequent to the time it was communicated to the Seller through no fault of the Seller; (iii) was in the Seller's possession free of any obligation not of confidence at the time it was communicated to the Seller; (iv) was rightfully communicated to the Seller free of any obligation of confidence subsequent to the time it was communicated to the Seller; or (v) it was developed by employees or agents of the Seller independently of and without reference to any information communicated to the Seller. i. In the event that the Seller is compelled by law, court order, or mandatory request from another government body to disclose them. (c) The Employee further hereby agrees Confidential Information, Seller shall promptly inform Buyer in writing of such an event and acknowledges that any provide Buyer a reasonable opportunity to resist communication of the Confidential Information, and, to cooperate with Buyer in seeking a protective order or other appropriate measure to ensure limited disclosure of any confidential or proprietary information prohibited herein, or any breach of the provisions of Sections 4, 9 or 11 of this Agreement, may result in irreparable injury, and damage to the Company which will not be adequately compensable in monetary damages, that the Company will have no adequate remedy at law therefor, and that the Company may obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the company against, or an account of, any breach by the Employee of the provisions contained in Sections 4, 9, or 11Confidential Information. (d) The Employee further agrees that, upon termination of this Agreement, whether voluntary or involuntary or with or without cause, the Employee shall notify any new employer, partner, associate or any other firm or corporation with whom the Employee shall become associated in any capacity whatsoever of the provisions of this Section and that the Company may give such notice to such firm, corporation or other person.