Common use of Confidentiality Intellectual Property Clause in Contracts

Confidentiality Intellectual Property. (a) The parties agree that, as a material and essential condition of this Agreement, the fact of and terms and conditions of this Agreement are to remain strictly confidential. The Company shall not disclose this Agreement to any person, other than to the Company’s officers and attorneys, and to employees who have a need to know (and in regard to non-officer employees, any disclosure shall be limited to the information that must be disclosed to them for legitimate business reasons), or as required by law or lawfully-issued subpoena, provided that, Executive acknowledges that the Company is required by law to file a copy of this Agreement with its Q3 10Q and that the Company plans to comply with this requirement. Executive shall not disclose this Agreement to any person, other than to his spouse, his financial advisor(s), his attorneys, or as required by law or lawfully-issued subpoena. (b) Executive acknowledges that in the course of his employment with the Company, Executive has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the parties acknowledge that certain confidential information to which Executive had access is protected by the attorney-client privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative of the Company. (c) Executive agrees that he shall not at any time (whether during or after his employment with the Company): (i) retain or use for the benefit, purposes, or account of Executive or any other person (other than the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company any non-public, proprietary or confidential information including, but not limited to, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning the past, current, or future business, activities, and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (the “Confidential Information”) without the prior written authorization of the CEO of the Company. The parties agree that “Confidential Information” does not include any information that: (i) is generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (ii) was made legitimately available to Executive without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (iii) is required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment. (d) As of the Resignation Date, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including, but not limited to, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) used by the Company, its subsidiaries or affiliates.

Confidentiality Intellectual Property. (a) The parties agree Recognizing that the knowledge of the Companies' and its Affiliates' customers, suppliers, agents, business methods, systems, plans, policies, trade secrets, knowledge, know-how, information, materials or documents are valuable and unique assets, the Employee agrees that, as a material during and essential condition of this Agreementafter the Employment Period, the fact of and terms and conditions of this Agreement are to remain strictly confidential. The Company he shall not disclose this Agreement divulge, furnish or make accessible to any person, firm, corporation or other than entity for any reason or purpose whatsoever, directly or indirectly, or use for the benefit of himself or others except in connection with the Business of any Company, any such knowledge or information. The provisions of this Paragraph 8 shall not apply to information which is or shall become generally known to the Company’s officers public (except by reason of the Employee's breach of his obligations hereunder) and attorneys, and information which the Employee is required to employees who have disclose by law or by an order of a need to know (and in regard to non-officer employees, any disclosure shall be limited to court of competent jurisdiction. If the information that must be disclosed to them for legitimate business reasons), or as Employee is required by law or lawfully-issued subpoenaa court order to disclose such information, provided that, Executive acknowledges that he shall notify the Company is required by law Companies of such requirement and provide the Companies an opportunity (if they so elect) to file a copy of this Agreement with its Q3 10Q and that the Company plans to comply with this requirement. Executive shall not disclose this Agreement to any person, other than to his spouse, his financial advisor(s), his attorneys, or as required by contest such law or lawfully-issued subpoenacourt order. (b) Executive The Employee acknowledges that in the course of his employment with the Companyall developments, Executive has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the parties acknowledge that certain confidential information to which Executive had access is protected by the attorney-client privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative of the Company. (c) Executive agrees that he shall not at any time (whether during or after his employment with the Company): (i) retain or use for the benefit, purposes, or account of Executive or any other person (other than the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company any non-public, proprietary or confidential information including, but not limited towithout limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, know-howdesigns, research and developmentreports, computer software, databasesflow charts and diagrams, inventionsprocedures, processesdata, formulaedocumentation, technologyideas and writings and applications thereof relating to the Business or planned business of the Companies or any Affiliate that, designs alone or jointly with others, the Employee may conceive, create, make, develop, reduce to practice or acquire during the Employment Period (collectively, the "Developments") are the sole and other intellectual propertyexclusive property of the applicable Company and the Employee hereby assigns to such Company all of his right, information concerning financestitle and interest in and to all such Developments. The Employee agrees that he will promptly and fully disclose all future material Developments to the Executive and, investmentsat any time upon request and at the expense of the Companies, profitsexecute all instruments and papers and perform all acts whatsoever, pricingwhich are necessary or desired by the Companies or Guilford to vest and confirm in the Companies or Guilford, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning as the past, current, or future business, activitiescase may be, and operations their respective successors, assigns and nominees, fully and completely, all rights created or contemplated by this section and which may be necessary or desirable to enable the Companies or Guilford, as the case may be, and their respective successors, assigns and nominees, to secure and enjoy the full benefits and advantages thereof. The provisions of this Section 8 shall survive the termination of the Company, its subsidiaries or affiliates and/or Employment Period for any third party that has disclosed or provided any of same to the Company on a confidential basis (the “Confidential Information”) without the prior written authorization of the CEO of the Company. The parties agree that “Confidential Information” does not include any information that: (i) is generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (ii) was made legitimately available to Executive without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (iii) is required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatmentreason whatsoever. (d) As of the Resignation Date, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including, but not limited to, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) used by the Company, its subsidiaries or affiliates.

Confidentiality Intellectual Property. (a) The parties agree that, as a material and essential condition of this Agreement, the fact of and terms and conditions of this Agreement are to remain strictly confidential10.1. The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, Intellectual Property or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Company, its agents, or its customers and any other confidential information concerning the Company's business or its products or the Company’s customers or their products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier's obligations to the Company and shall not disclose this Agreement ensure that such employees, agents or sub-contractors are subject to any person, other than like obligations of confidentiality as bind the Supplier. 10.2. The Supplier shall and shall procure that its employees agents and / or sub-contractors shall at all times ensure that all confidential information belonging to the Company, its agents or its customers is stored securely in such a manner so as to avoid any unauthorised access to the confidential information by any third party. 10.3. Each party and (where applicable) the Company’s officers customers shall be the owner of all existing Intellectual Property Rights in existence at the date of the Contract in any material which it has created or the creation of which was undertaken by a third party which it commissioned to create that material. 10.4. The Supplier acknowledges that all Intellectual Property Rights in or resulting from any design or development work carried out by the Supplier at the request of the Company or arising from the performance of the Services under the Contract (including but not limited to Out-put Materials) shall exclusively vest in the Company (or its customers as the case may be) save to the extent that such material embodies the Intellectual Property Rights of the Supplier in existence at the date of the Contract. 10.5. The Supplier shall promptly, do or procure to be done all such further acts and attorneysthings and the execution of all such other documents as the Company may from time to time require for the purpose of securing for the Company the full benefit of the Contract, including all right, title and interest in and to employees who have a need to know (and any Intellectual Property Rights specified in regard to non-officer employees, any disclosure condition 10.4. 10.6. The Supplier shall be limited grant to the information that must be disclosed Company and / or the Company’s customers a perpetual, royalty free, worldwide, non- exclusive license to them market, distribute, sell or otherwise use all Intellectual Property Rights belonging or otherwise licensed to the Supplier incorporated in or required for legitimate business reasons), the use of the Goods and / or as required by law or lawfully-issued subpoena, provided that, Executive acknowledges that the Company is required by law to file a copy of this Agreement with its Q3 10Q and that the Company plans to comply with this requirement. Executive shall not disclose this Agreement Services including (without limitation) use in relation to any person, other than to his spouse, his financial advisor(s), his attorneys, marketing or as required by law or lawfully-issued subpoena. (b) Executive acknowledges that in the course of his employment with the Company, Executive has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the parties acknowledge that certain confidential information to which Executive had access is protected by the attorney-client privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative promotional materials of the Company. (c) Executive agrees that he 10.7. The Supplier shall not at be permitted to use the name EDM Precision Technologies Limited or any time (whether during similar trading name of the Company or after his employment with the Company): ’s customers in connection with its business (iincluding without limitation use on any marketing or promotional materials) retain or unless such use for the benefit, purposes, or account of Executive or any other person (other than is approved in writing in advance by the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access . 10.8. The Supplier shall not disclose the contents of an Order to any person outside the Company any non-public, proprietary or confidential information including, but not limited to, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning the past, current, or future business, activities, and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (the “Confidential Information”) without the prior written authorization of the CEO approval of the Company. The parties agree that “Confidential Information” does not include any information that: (i) is generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (ii) was made legitimately available to Executive without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (iii) is required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment. (d) As of the Resignation Date, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including, but not limited to, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) used by the Company, its subsidiaries or affiliates.

Confidentiality Intellectual Property. (a) The parties agree that, as a material and essential condition of this Agreement, the fact of and terms and conditions of this Agreement are to remain strictly confidential. The Company shall not disclose this Agreement to any person, other than to the Company’s 's officers and attorneys, and to employees who have a need to know (and in regard to non-officer employees, any disclosure shall be limited to the information that must be disclosed to them for legitimate business reasons), or as required by law or lawfully-issued subpoena, provided that, Executive acknowledges that the Company is may be required by law to file a copy of this Agreement with its Q3 10Q and that the Company plans to may comply with this requirement. Executive shall not disclose this Agreement to any person, other than to his spouse, his financial advisor(s), his attorneys, or as required by law or lawfully-issued subpoena. (b) Executive acknowledges that in the course of his employment with the Company, Executive has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the parties acknowledge that certain confidential information to which Executive had access is protected by the attorney-client privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative of the Company. (c) Executive agrees that he shall not at any time (whether during or after his employment with the Company): (i) retain or use for the benefit, purposes, or account of Executive or any other person (other than the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company any non-public, proprietary or confidential information including, but not limited to, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning the past, current, or future business, activities, and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (the “"Confidential Information”") without the prior written authorization of the CEO of the Company. The parties agree that “"Confidential Information” " does not include any information that: (i) is generally known to the industry or the public other than as a result of Executive’s 's breach of this covenant; (ii) was made legitimately available to Executive without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (iii) is required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment. (d) As of the Resignation Date, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including, but not limited to, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) used by the Company, its subsidiaries or affiliates.

Confidentiality Intellectual Property. (a) The parties agree Recognizing that the knowledge of the Companies' and its Affiliates' customers, suppliers, agents, business methods, systems, plans, policies, trade secrets, knowledge, know-how, information, materials or documents are valuable and unique assets, the Employee agrees that, as a material during and essential condition of this Agreementafter the Employment Period, the fact of and terms and conditions of this Agreement are to remain strictly confidential. The Company he shall not disclose this Agreement divulge, furnish or make accessible to any person, firm, corporation or other than entity for any reason or purpose whatsoever, directly or indirectly, or use for the benefit of himself or others except in connection with the Business of any Company, any such knowledge or information. The provisions of this Paragraph 8 shall not apply to information which is or shall become generally known to the Company’s officers public (except by reason of the Employee's breach of his obligations hereunder) and attorneys, and information which the Employee is required to employees who have disclose by law or by an order of a need to know (and in regard to non-officer employees, any disclosure shall be limited to court of competent jurisdiction. If the information that must be disclosed to them for legitimate business reasons), or as Employee is required by law or lawfully-issued subpoenaa court order to disclose such information, provided that, Executive acknowledges that he shall notify the Company is required by law Companies of such requirement and provide the Companies an opportunity (if they so elect) to file a copy of this Agreement with its Q3 10Q and that the Company plans to comply with this requirement. Executive shall not disclose this Agreement to any person, other than to his spouse, his financial advisor(s), his attorneys, or as required by contest such law or lawfully-issued subpoenacourt order. (b) Executive The Employee shall assign (at the Companies' expense) to the Companies or Guilford (at Guilford's election) immediately upon the execution of this Agreement any and all patents, copyrights, trademarks and trade names and applications therefor in any country and all proprietary know-how related to the Business and all rights and interests in, to and under the same which he may legally transfer, now possessed by him relating in any way to the Business. The Employee acknowledges that in the course of his employment with the Companyall developments, Executive has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the parties acknowledge that certain confidential information to which Executive had access is protected by the attorney-client privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative of the Company. (c) Executive agrees that he shall not at any time (whether during or after his employment with the Company): (i) retain or use for the benefit, purposes, or account of Executive or any other person (other than the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company any non-public, proprietary or confidential information including, but not limited towithout limitation, inventions, patentable or otherwise, discoveries, improvements, patents, trade secrets, know-howdesigns, research and developmentreports, computer software, databasesflow charts and diagrams, inventionsprocedures, processesdata, formulaedocumentation, technologyideas and writings and applications thereof relating to the Business or planned business of the Companies or any Affiliate that, designs alone or jointly with others, the Employee may conceive, create, make, develop, reduce to practice or acquire during the Employment Period (collectively, the "Developments") are works made for hire and other intellectual propertyshall remain the sole and exclusive property of the applicable Company and the Employee hereby assigns to such Company all of his right, information concerning financestitle and interest in and to all such Developments. The Employee agrees that he will promptly and fully disclose all future material Developments to the Boards or their respective designee and, investmentsat any time upon request and at the expense of the Companies, profitsexecute all instruments and papers and perform all acts whatsoever, pricingwhich are necessary or desired by the Companies or Guilford to vest and confirm in the Companies or Guilford, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning as the past, current, or future business, activitiescase may be, and operations their respective successors, assigns and nominees, fully and completely, all rights created or contemplated by this section and which may be necessary or desirable to enable the Companies or Guilford, as the case may be, and their respective successors, assigns and nominees, to secure and enjoy the full benefits and advantages thereof. The provisions of this Section 8 shall survive the termination of the Company, its subsidiaries or affiliates and/or Employment Period for any third party that has disclosed or provided any of same to the Company on a confidential basis (the “Confidential Information”) without the prior written authorization of the CEO of the Company. The parties agree that “Confidential Information” does not include any information that: (i) is generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (ii) was made legitimately available to Executive without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (iii) is required by law to be disclosed; provided, however, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatmentreason whatsoever. (d) As of the Resignation Date, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including, but not limited to, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) used by the Company, its subsidiaries or affiliates.