Common use of Confidentiality and Return of Property Clause in Contracts

Confidentiality and Return of Property. Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release, except to Employee’s significant other and family, financial planners, , tax advisors, and/or attorneys with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and General Release. Employee will instruct significant other and family, financial planners, tax advisors and/or attorneys that any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release is confidential and is not to be divulged to other parties. . However, nothing in this paragraph shall preclude Employee from: (1) communicating or cooperating with any appropriate federal, state or local government agency; or (2) responding to any lawfully-issued subpoena, court order or other compulsory legal process provided that he notify the Employer in writing in advance and cooperate with the Employer as requested to protect Employer’s confidential information. Employee affirms that Employee has returned all of the Employer’s property, documents, and/or any confidential information in Employee’s possession or control. Any such materials and other property of the Employer that the Employee possesses must be returned within seven (7) days of the Employee’s last day of employment to Xx. Xxxx Xxxxx, Vice President, Operations or his designee. Employee also affirms that she is in possession of all of her property that Employee had at the Employer’s premises and that the Employer is not in possession of any of Employee’s property. Immediately upon Employee’s execution of this Agreement, Employee agrees to deliver to the Employer without copying or reproducing: (1) all documents, files, notes, memoranda, manuals, computer files, computer disks, computer databases, computer programs and/or other storage medium within the possession or control of Employee or her agents that reflect any trade secrets, privileged information, confidential information, financial information, personnel/employee information, client information and/or proprietary information regarding releasees and/or releasees’ current, former or prospective customers or business relationships; and (2) all items or other forms of property and/or equipment belonging to releasees and/or to releasees’ current, former or prospective customers or clients within the possession or control of Employee or her agents, including but not limited to keys, credit cards, furniture, electronic equipment, business equipment, home office equipment and lists of current, former or prospective customers. Immediately upon Employee’s execution of this Agreement, Employee agrees to delete any trade secrets, privileged information, confidential information, financial information, personnel/employee information, customer or client information, or proprietary information relating to releasees and/or to releasees’ current, former or prospective customers or clients from any computer hard drive or computer system within the possession or control of Employee or her agents that is not located on the Employer’s premises. Nothing in this paragraph will prevent Employee from retaining any documents in her possession or control concerning the employee benefits and/or compensation she received from the Employer. Employer agrees to reimburse Employee within 14 days of submitting proof of any outstanding business expenses incurred during employment. Employee agrees she will submit a request for reimbursement of any outstanding business expense, with appropriate supporting proof, on or before May 9, 2008.

Confidentiality and Return of Property. (A) Employee agrees not acknowledges that in the course of his employment by the Employer, he has had access to disclose any information regarding the underlying facts leading up to or the existence or substance and become informed of this Agreement and General Release, except to Employee’s significant other and family, financial planners, , tax advisors, and/or attorneys with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and General Release. Employee will instruct significant other and family, financial planners, tax advisors and/or attorneys that any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release is confidential and secret information that is not to be divulged to other partiesa competitive asset of Employer (“Confidential Information”), including, without limitation, (i) the terms of agreements between Employer and its employees, regional developers, franchisees and suppliers (ii) pricing strategy, (iii) sales and marketing methods, (iv) product development ideas and strategies, (v) personnel and franchisee training and development programs, (vi) financial results, (vii) strategic plans and demographic analyses, (viii) proprietary computer and systems software and (ix) any non-public information concerning Employer, its employees, regional developers, franchisees, suppliers and customers. . However, nothing in this paragraph shall preclude Employee from: (1) communicating or cooperating with any appropriate federal, state or local government agency; or (2) responding to any lawfully-issued subpoena, court order or other compulsory legal process provided that he notify the Employer in writing in advance and cooperate with the Employer as requested to protect Employer’s confidential information. Employee affirms that Employee has returned all of the Employer’s property, documents, and/or any confidential information in Employee’s possession or control. Any such materials and other property of the Employer that the Employee possesses must be returned within seven (7) days of the Employee’s last day of employment to Xx. Xxxx Xxxxx, Vice President, Operations or his designee. Employee also affirms that she is in possession of all of her property that Employee had at the Employer’s premises and that the Employer is not in possession Regardless of any of Employee’s property. Immediately upon Employee’s execution actual or alleged breach by Employer of this Agreement, Employee agrees to deliver shall keep all Confidential Information in strict confidence and shall not directly or indirectly make known, divulge, reveal, furnish, make available or use any Confidential Information until and unless such Confidential Information becomes, through no fault of Employee, generally known to the public or Employee is required by law to make disclosure (after giving Employer without copying reasonable notice and an opportunity to contest such requirement). Employee’s obligations under this Section 3(b)(i)(a) are in addition to, and not in limitation or reproducing: preemption of, all other obligations of confidentiality which Employee may have to Employer under general legal or equitable principles. (1B) Employee has returned to Employer all documentsdocuments relating to the business of Employer, filesall property of Employer, notesand all Confidential Information which are in his custody or control. Employee represents that he has not made and shall never make or cause to be made, memorandaany copies, manualspictures, computer filesduplicates, computer disks, computer databases, computer programs and/or other storage medium within the possession or control of Employee or her agents that reflect any trade secrets, privileged information, confidential information, financial information, personnel/employee information, client information and/or proprietary information regarding releasees and/or releasees’ current, former or prospective customers or business relationships; and (2) all items facsimiles or other forms reproductions or recordings or any abstracts or summaries including or reflecting Confidential Information which have not been returned to Employer. All such documents and other property furnished to Employee by Employer or otherwise acquired or developed by Employer shall at all times be the property of property and/or equipment belonging to releasees and/or to releasees’ current, former or prospective customers or clients within the possession or control of Employer. (C) Employer shall reimburse Employee or her agents, including but not limited to keys, credit cards, furniture, electronic equipment, business equipment, home office equipment in accordance with Employer policies and lists of current, former or prospective customers. Immediately upon Employee’s execution of procedures for reasonable travel and related expenses incurred in connection with this Agreement, Employee agrees to delete any trade secrets, privileged information, confidential information, financial information, personnel/employee information, customer or client information, or proprietary information relating to releasees and/or to releasees’ current, former or prospective customers or clients from any computer hard drive or computer system within the possession or control of Employee or her agents that is not located on the Employer’s premises. Nothing in this paragraph will prevent Employee from retaining any documents in her possession or control concerning the employee benefits and/or compensation she received from the Employer. Employer agrees to reimburse Employee within 14 days of submitting proof of any outstanding business expenses incurred during employment. Employee agrees she will submit a request for reimbursement of any outstanding business expense, with appropriate supporting proof, on or before May 9, 2008.

Confidentiality and Return of Property. Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release, except to Employee’s significant other and family, financial planners, spouse, tax advisorsadvisor, and/or attorneys an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and General Release. Employee will instruct significant other and family, financial planners, tax advisors and/or attorneys that any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release is confidential and is not to be divulged to other parties. . However, nothing in this paragraph agreement shall preclude Employee from: (1) communicating or cooperating with any appropriate federal, state or local government agency; or (2) responding to any lawfully-issued subpoena, court order or other compulsory legal process provided that he notify the Employer in writing in advance and cooperate with the Employer as requested to protect Employer’s confidential information. Employee affirms that Employee has returned all of the Employer’s property, documents, and/or any confidential information in Employee’s possession or controlcontrol which shall include without limitation all documents or data in electronic or paper form containing Confidential Information without making, retaining or furnishing to a third party any copies. Any such materials and other property “Confidential Information” shall mean all information concerning the business of the Employer that the Employee possesses must be returned within seven (7) days Company, including without limitation, information relating to any of the Employee’s last day of employment to Xx. Xxxx Xxxxxtheir products, Vice Presidentproduct development, Operations or his designeetrade secrets, customers, suppliers, finances, business plans, internal communications and strategies. Employee also affirms that she Employee is in possession of all of her Employee’s property that Employee had at the Employer’s premises and that the Employer is not in possession of any of Employee’s property. Immediately upon The Employee acknowledges and agrees that all provisions of the Confidentiality Agreement Employee entered into on April 20, 1998 between Employee and Employer, survive the termination of Employee’s execution of employment with Employer and remain in full force and effect pursuant to their terms, subject to any contrary terms in this Agreement and Release which shall govern. In addition to the obligations imposed by the Confidentiality Agreement, Employee hereby acknowledges and agrees not to deliver use any Confidential Information (as defined below) disclosed to him regarding Employer for any purpose other than in furtherance of Employer’s business, nor to reveal any Confidential Information to any third party unless otherwise agreed to in writing by Employer, nor to reveal the fact that such Confidential Information has been disclosed to the Employer without copying or reproducing: (1) all documents, files, notes, memoranda, manuals, computer files, computer disks, computer databases, computer programs and/or other storage medium within the possession or control of Employee or her agents that reflect any trade secrets, privileged information, confidential information, financial information, personnel/employee information, client information and/or proprietary information regarding releasees and/or releasees’ current, former or prospective customers or business relationships; and (2) all items or other forms of property and/or equipment belonging to releasees and/or to releasees’ current, former or prospective customers or clients within the possession or control of Employee or her agents, including but not limited to keys, credit cards, furniture, electronic equipment, business equipment, home office equipment and lists of current, former or prospective customersEmployee. Immediately upon Employee’s execution of this Agreement, Employee agrees that he has acquired no rights to delete any trade secrets, privileged information, confidential information, financial information, personnel/employee information, customer or client information, or proprietary information relating use of Confidential Information disclosed to releasees and/or him regarding Employer and that Employee shall maintain in complete confidence all Confidential Information disclosed to releasees’ current, former or prospective customers or clients from any computer hard drive or computer system within the possession or control of Employee or her agents that is not located on the Employer’s premises. Nothing him in this paragraph will prevent Employee from retaining any documents in her possession or control concerning the employee benefits and/or compensation she received from the Employer. Employer agrees to reimburse Employee within 14 days of submitting proof of any outstanding business expenses incurred during connection with his employment. Employee agrees she will submit a request for reimbursement of represents and warrants that he has not used Confidential Information or disclosed it to any outstanding business expense, with appropriate supporting proof, on or before May 9, 2008third party.

Confidentiality and Return of Property. a. Except to the extent that the Company has disclosed any of the terms hereof as required under any applicable securities or other laws or regulations, Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General ReleaseSeparation Agreement, except other than to Employee’s current or former spouse, significant other and family, financial planners, other, tax advisorsadvisor, and/or attorneys any attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and General ReleaseSeparation Agreement, or as otherwise specifically protected or required by law. Employee will instruct specifically agrees that a breach of this provision by Employee’s current or former spouse, significant other and family, financial plannersother, tax advisors advisor, and/or attorneys attorney shall be deemed a breach by Employee. Employee affirms that Employee has not made any disclosure prohibited by this Paragraph prior to signing this Separation Agreement. b. The Parties agree that nothing in this Separation Agreement is intended to limit or prohibit, or shall be construed as limiting or prohibiting, either Party from providing information regarding the underlying facts leading up in response to a lawfully issued subpoena or otherwise complying with any legal requirement. Employee further agrees that Employee will not provide information or testimony in any court action against Company except pursuant to a lawful subpoena and that Employee will notify Company of any subpoena or informal request to testify in Court that Employee receives within 3 business days after Employee’s receipt of such subpoena or informal request. c. The Parties further agree that the existence or and substance of this Separation Agreement and General Release is confidential and is not also may be disclosed in order to be divulged to other parties. . However, nothing in this paragraph shall preclude Employee from: (1) communicating or cooperating with any appropriate federal, state or local government agency; or (2) responding to any lawfully-issued subpoena, court order or other compulsory legal process provided that he notify the Employer in writing in advance and cooperate with the Employer as requested to protect Employer’s confidential information. enforce its terms. d. Employee affirms that Employee has returned all of the EmployerCompany’s property, documentsdocuments (including paper and electronic versions), and/or any confidential information in Employee’s possession or control. Any such materials and other property of the Employer that the Employee possesses must be returned within seven (7) days of the Employee’s last day of employment to Xx. Xxxx Xxxxx, Vice President, Operations or his designee. Employee also affirms that she Employee is in possession of all of her Employee’s property that Employee had at the EmployerCompany’s premises and that the Employer Company is not in possession of any of Employee’s property. Immediately upon Employee’s execution of this Agreement, Employee agrees to deliver to the Employer without copying or reproducing: (1) all documents, files, notes, memoranda, manuals, computer files, computer disks, computer databases, computer programs and/or other storage medium within the possession or control of Employee or her agents that reflect any trade secrets, privileged information, confidential information, financial information, personnel/employee information, client information and/or proprietary information regarding releasees and/or releasees’ current, former or prospective customers or business relationships; and (2) all items or other forms of property and/or equipment belonging to releasees and/or to releasees’ current, former or prospective customers or clients within the possession or control of Employee or her agents, including but not limited to keys, credit cards, furniture, electronic equipment, business equipment, home office equipment and lists of current, former or prospective customers. Immediately upon Employee’s execution of this Agreement, Employee agrees to delete any trade secrets, privileged information, confidential information, financial information, personnel/employee information, customer or client information, or proprietary information relating to releasees and/or to releasees’ current, former or prospective customers or clients from any computer hard drive or computer system within the possession or control of Employee or her agents that is not located on the Employer’s premises. Nothing in this paragraph will prevent Employee from retaining any documents in her possession or control concerning the employee benefits and/or compensation she received from the Employer. Employer agrees to reimburse Employee within 14 days of submitting proof of any outstanding business expenses incurred during employment. Employee agrees she will submit a request for reimbursement of any outstanding business expense, with appropriate supporting proof, on or before May 9, 2008.

Confidentiality and Return of Property. (a) Except as otherwise required by law or specified in this Section 5, Employee agrees not to disclose refrain from disclosing to any person or entity, either verbally, in writing or otherwise: (1) any information regarding the underlying facts or negotiations leading up to this Agreement; (2) any allegations of wrongdoing against Employer or any other "Releasees" described in the existence Release (the "Releasees") in connection with Employee’s employment with Employer; (3) any trade secrets, proprietary information, financial information, privileged information, medical information, claims information or substance other confidential information regarding Employer or any other Releasees, and/or the current, former or prospective customers of Employer or of any other Releasees; and/or (4) any confidential or proprietary information identified in the Enstar Group Limited Code of Conduct (all information referenced in clauses (1) through (4) above collectively referred to as “Confidential Information”). However, nothing in this Section will prohibit Employee from (y) discussing the terms of this Agreement and General Release, except to with Employee’s significant other and family, financial planners, spouse or domestic partner, tax advisors, advisor and/or attorneys attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement Agreement, provided that such individuals are advised of the confidentiality of this information and General Releaseagree to maintain the confidentiality of this information; or (z) pursuant to the order of a court. Employee acknowledges that this Agreement will instruct significant other be publicly filed by Enstar Group Limited with the Securities and family, financial planners, tax advisors and/or attorneys that any information regarding Exchange Commission and the underlying facts leading up to or the existence or substance terms of this Agreement and General Release is confidential and is not to will be divulged to other parties. . However, nothing described in this paragraph shall preclude Employee from: (1) communicating or cooperating with any appropriate federal, state or local government agency; or (2) responding to any lawfully-issued subpoena, court order or other compulsory legal process provided that he notify the Employer in writing in advance and cooperate filings made by Enstar Group Limited with the Employer as requested to protect Employer’s confidential information. Securities and Exchange Commission. (b) Employee affirms that Employee has returned all of the delivered to Employer’s property, documentsor will make available for pick up by Employer on or about August 13, and/or any confidential information in Employee’s possession or control. Any such materials and other property of the Employer that the Employee possesses must be returned within seven (7) days of the Employee’s last day of employment to Xx. Xxxx Xxxxx2021, Vice President, Operations or his designee. Employee also affirms that she is in possession of all of her property that Employee had at the Employer’s premises and that the Employer is not in possession of any of Employee’s property. Immediately upon Employee’s execution of this Agreement, Employee agrees to deliver to the Employer without copying or reproducing: (1) all documents, files, digital files, notes, memoranda, manuals, computer fileslists, computer disks, computer databases, computer programs and/or other storage medium within the Employee’s possession or control of Employee or her agents that reflect any trade secrets, privileged information, confidential information, financial information, personnel/employee information, client information and/or proprietary information regarding releasees and/or releasees’ current, former or prospective customers or business relationshipsConfidential Information; and (2) all items or other forms of property and/or equipment belonging to releasees and/or Employer or to releasees’ current, former or prospective customers or clients any other Releasees within the Employee’s possession or control of Employee or her agentscontrol, including but not limited to keys, credit cards, furniture, cards and electronic equipment. This includes, business equipmentamong other items, home office equipment and lists of currentany disks, former files, documents, notebooks, etc. that Employee personally generated or prospective customersmaintained with respect to Employer's business, as well as any Employer records in Employee's possession or control. Immediately upon Employee’s execution of this AgreementAgreement or at any other time requested by Employer, Employee also agrees to delete permanently, without accessing, copying, reproducing or disclosing, any trade secrets, privileged information, confidential information, financial information, personnel/employee information, customer or client information, or proprietary information relating to releasees and/or to releasees’ current, former or prospective customers or clients Confidential Information from any computer hard drive or computer system repository within the Employee’s possession or control of Employee or her agents that is not located on the Employer’s premises. Employee further affirms that Employer does not possess any property which belongs to Employee. (c) Employee is hereby notified that 18 U.S.C. § 1833(b) states as follows: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, notwithstanding any other provision of this Agreement to the contrary, Employee has the right to (1) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of the law or (2) disclose trade secrets in a document filed in a lawsuit or other proceeding so long as that filing is made under seal and protected from public disclosure. Nothing in this paragraph will prevent Employee from retaining any documents in her possession Agreement is intended to conflict with 18 U.S.C. § 1833(b) or control concerning the employee benefits and/or compensation she received from the Employer. Employer agrees to reimburse Employee within 14 days create liability for disclosures of submitting proof of any outstanding business expenses incurred during employment. Employee agrees she will submit a request for reimbursement of any outstanding business expense, with appropriate supporting proof, on or before May 9, 2008trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

Confidentiality and Return of Property. Employee agrees not to disclose any non public information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release, except to Employee’s significant other and family, financial planners, spouse, tax advisorsadvisor, and/or attorneys an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and General Release. Employee will instruct significant other and family, financial planners, tax advisors and/or attorneys that any information regarding the underlying facts leading up to or the existence or substance of this Agreement and General Release is confidential and is not to be divulged to other parties. . However, nothing in this paragraph agreement shall preclude Employee from: (1) communicating or cooperating with any appropriate federal, state or local government agency; or (2) responding to any lawfully-issued subpoena, court order or other compulsory legal process provided that he notify the Employer in writing in advance and cooperate with the Employer as requested to protect Employer’s confidential information. Employee affirms that Employee has returned all of the Employer’s property, documents, and/or any confidential information in Employee’s possession or controlcontrol which shall include without limitation all documents or data in electronic or paper form containing Confidential Information without making, retaining or furnishing to a third party any copies. Any such materials and other property “Confidential Information” shall mean all information concerning the business of the Employer that the Employee possesses must be returned within seven (7) days Company, including without limitation, information relating to any of the Employee’s last day of employment to Xx. Xxxx Xxxxxtheir products, Vice Presidentproduct development, Operations or his designeetrade secrets, customers, suppliers, finances, business plans, internal communications and strategies. Employee also affirms that she Employee is in possession of all of her Employee’s property that Employee had at the Employer’s premises and that the Employer is not in possession of any of Employee’s property. Immediately upon The Employee acknowledges and agrees that all provisions of the Disclosure Agreement Employee entered into on June 1, 1993 between Employee and Employer and the Employee Invention and Secrecy Agreement Employee entered into on June 14, 1993, (together, the “Confidentiality Agreements”) survive the termination of Employee’s execution of employment with Employer and remain in full force and effect pursuant to their terms, subject to any contrary terms in this AgreementAgreement and Release which shall govern. In addition to the obligations imposed by the Confidentiality Agreements, Employee hereby acknowledges and agrees not to deliver use any Confidential Information disclosed to him regarding Employer for any purpose other than in furtherance of Employer’s business, nor to reveal any Confidential Information to any third party unless otherwise agreed to in writing by Employer, nor to reveal the fact that such Confidential Information has been disclosed to the Employer without copying or reproducing: (1) all documents, files, notes, memoranda, manuals, computer files, computer disks, computer databases, computer programs and/or other storage medium within the possession or control of Employee or her agents that reflect any trade secrets, privileged information, confidential information, financial information, personnel/employee information, client information and/or proprietary information regarding releasees and/or releasees’ current, former or prospective customers or business relationships; and (2) all items or other forms of property and/or equipment belonging to releasees and/or to releasees’ current, former or prospective customers or clients within the possession or control of Employee or her agents, including but not limited to keys, credit cards, furniture, electronic equipment, business equipment, home office equipment and lists of current, former or prospective customersEmployee. Immediately upon Employee’s execution of this Agreement, Employee agrees that he has acquired no rights to delete any trade secrets, privileged information, confidential information, financial information, personnel/employee information, customer or client information, or proprietary information relating use of Confidential Information disclosed to releasees and/or him regarding Employer and that Employee shall maintain in complete confidence all Confidential Information disclosed to releasees’ current, former or prospective customers or clients from any computer hard drive or computer system within the possession or control of Employee or her agents that is not located on the Employer’s premises. Nothing him in this paragraph will prevent Employee from retaining any documents in her possession or control concerning the employee benefits and/or compensation she received from the Employer. Employer agrees to reimburse Employee within 14 days of submitting proof of any outstanding business expenses incurred during connection with his employment. Employee agrees she will submit a request for reimbursement of represents and warrants that he has not used Confidential Information or disclosed it to any outstanding business expense, with appropriate supporting proof, on or before May 9, 2008third party.