Common use of Confidentiality; Non-Disparagement Clause in Contracts

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except Buyer acknowledges that the information provided to it in connection with this Agreement and the extent required by law, including SEC disclosure requirements, the Employee agrees that transactions contemplated hereby is subject to the terms of this Release will the Confidentiality Agreement, the terms of which are incorporated herein by reference. Effective upon, and only upon, the Third Closing, the Confidentiality Agreement shall terminate, provided that Seller, Buyer, the Companies and the Purchased Subsidiaries may disclose such information as may be kept confidential by Employee, except that Employee may advise his or her family necessary in connection with seeking necessary consents and confidential advisorsapprovals as contemplated hereby. (b) Employee will Seller shall not, and shall cause its Representatives not at any time knowingly reveal to, for a period of three (3) years after each Closing Date, directly or indirectly, without the prior written consent of Buyer, disclose to any person third party (other than each other and their respective Representatives) any confidential or entity proprietary information related to the Real Property, the Companies or the Purchased Subsidiaries transferred to Buyer at such Closing; provided that the foregoing restriction shall not (i) apply to any information (A) generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 6.7(b)) or (B) independently developed by Seller or any of its Affiliates (other than by any of the trade secrets Companies or confidential information any of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating Purchased Subsidiaries prior to the Company applicable Closing) without reference to or use of the Company Affiliates and shall not use applicable confidential or attempt to use any such confidential information in any manner which injures proprietary information, or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of prohibit any confidentiality obligation; disclosure (iiix) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the courtLaw so long as, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent legally permissible and feasible, Seller provides Buyer with reasonable prior written notice of such disclosure and a reasonable opportunity to obtain an appropriate protective ordercontest such disclosure or (y) made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary set forth in this Section 6.7(b), Seller and its Representatives shall be deemed to have satisfied their obligations hereunder with respect to confidential or proprietary information related to the Real Properties, the Companies and the Purchased Subsidiaries if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar information. (c) Employee represents that Employee has For a period of three (3) years after the Third Closing, each Party (in the context set forth in this Section 6.7(c), the “Receiving Party”) shall not, and shall cause its respective Representatives not takento, used directly or knowingly permitted indirectly, without the prior written consent of the other Party (in the context set forth in this Section 6.7(c), the “Disclosing Party”), disclose to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentationthird party (other than each Party’s respective Representatives) any confidential or proprietary information of the Disclosing Party made available to the Receiving Party pursuant to the provisions of, or other materials of any nature relating in connection with the negotiation of, this Agreement, the Confidentiality Agreement or the Transaction Documents; provided, that the foregoing restrictions shall not (i) apply to any matter within the scope of the business of the Companyinformation (A) generally available to, or known by, the Company Affiliatespublic (other than as a result of disclosure in violation of this Section 6.7), (B) independently developed by the Receiving Party or their partner companies or concerning any of its dealings Affiliates without reference to or affairs otherwise than for use of any such information disclosed by the benefit Disclosing Party or (C) in the case of Buyer, any information of any Company or Purchased Subsidiary which is obtained by Buyer by virtue of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all purchase and sale of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate Equity Interests or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof(ii) prohibit any disclosure (x) required by Law so long as, to the Company at extent legally permissible and feasible, the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and a reasonable opportunity to contest such disclosure or (y) made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary set forth in this Section 6.7(c), the Receiving Party and its main officeRepresentatives shall be deemed to have satisfied its obligations hereunder with respect to confidential or proprietary information of the Disclosing Party if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar information. (d) In accordance with normal ethical and professional standardsEach Party agrees that, the Company and Employee agree that they shall not in any way engage in any conduct except as compelled by applicable Law or make any statement that would defame Legal Proceeding (after provision of due prior notice of such Law or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental Legal Proceeding to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity other Party) or in connection with legal proceedingssuch Party’s enforcement of its rights under, or defense against claims brought by the other Party under, this Agreement or any of the Transaction Documents, it will not, and will cause its directors and executive officers not to, directly or indirectly, (i) publicly disparage the other Party or any of such other Party’s Representatives or (ii) take any action that would reasonably be expected to cause any of such Persons to suffer reputational damage in the eyes of the public or any equity-holders, clients, tenants, landlords, joint venture partners, lenders, employees or competitors of any such Person. (e) Notwithstanding anything in this Section 6.7 to the contrary, in the event Buyer desires to market any Real Property for sale prior to the applicable Closing, Buyer shall be permitted to provide to any prospective purchaser of such Real Property, Seller’s confidential or proprietary information with respect to such Real Property; provided, that (i) prior to Buyer’s provision of any such information, such prospective purchaser shall have entered into a confidentiality agreement in a form substantially similar to the Confidentiality Agreement (provided, that Seller shall be an express third party beneficiary to any such confidentiality agreement), with respect to such confidential or proprietary information and (ii) Seller shall not be required to deliver any additional information to such prospective purchaser other than such information as has already been delivered to Buyer.

Confidentiality; Non-Disparagement. (a) Except 8.1 Executive agrees to the extent required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his hold in strict confidence and not disclose all non-public information concerning any matters affecting or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or their partner companies other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or concerning manuals or other data (the “Confidential Information”). Executive agrees that he will not, directly or indirectly, use any of its dealings or affairs otherwise than Confidential Information for the benefit of any person, business, legal entity other than the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employees, agents and representatives of the Company Affiliateswho need to know such information, who shall be informed by Executive of the confidential nature of the Confidential Information and directed by Executive to treat the Confidential Information confidentially. Employee Upon the Company’s request, Executive shall not, after his or her termination return all information furnished to him related to the business of employment, use or knowingly permit to be used the Company without retaining any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, copies in electronic or other materials, it being agreed form. The above limitations on use and disclosure shall not apply to information which Executive can demonstrate: (a) was known to Executive before receipt thereof from the Company; (b) is learned by Executive from a third party entitled to disclose it; or (c) becomes known publicly other than through Executive; (d) is disclosed by Executive upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the foregoing shall be and remain the sole and exclusive property business of the Company and the Company, the Company Affiliate or client of the same, as the case may be’s goodwill, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all any breach of the foregoingterms of this Section 8 shall be a material breach of this Agreement. 8.2 Executive further agrees that, during the Employment Term and all copies thereofthereafter (regardless of the reason for such termination), Executive will not make any disparaging or derogatory statement, oral or written, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct third party which is or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered is likely to be derogatory or materially detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct goodwill of the Company’s senior officersCompany or any of its Subsidiaries or Affiliates. The only exception to the foregoing Nothing herein shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or prevent Executive from testifying truthfully in connection with legal proceedingsany litigation, arbitration or administrative proceeding.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Employee Executive agrees that the terms of this Release will be kept confidential by EmployeeExecutive, except that Employee Executive may advise his or her family and confidential advisors. (b) Employee Executive will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee Executive shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of EmployeeExecutive; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee Executive shall provide the Company notice of any such required disclosure once Employee Executive has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee Executive represents that Employee Executive has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee Executive shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of EmployeeExecutive’s resignation from employment, Employee Executive shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee Executive agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officersofficers and all of its directors. The only exception to the foregoing shall be in those circumstances in which Employee Executive or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to The Employee agrees that at all times during and after the extent required by law, including SEC disclosure requirementsEmployment Period, the Employee agrees shall (i) hold in confidence and refrain from disclosing to any other party all information, whether written or oral, of a private, secret, proprietary or confidential nature, of or concerning the Communications Division and their business and operations, and all files, letters, memoranda, reports, records, computer disks or other computer storage medium, data, models or any photographic or other tangible materials containing such information ("Confidential Information"), including without limitation, any sales, promotional or marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing, and entry into new, geographic and/or product markets), and any customer lists, (ii) use the Confidential Information solely in connection with his employment with the Communications Division and for no other purpose, (iii) take all precautions necessary to ensure that the terms Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of this Release will be kept confidential the Board of Directors of the Company, and (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information. Confidential Information shall not include any information which becomes generally available to the public or lawfully obtainable from other sources (except by reason of any unauthorized disclosure by the Employee). In the event that the Employee is ordered to disclose any Confidential Information, except whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Board of Directors of the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. In the case of any disclosure, the Employee may advise his or her family and confidential advisorsshall disclose only that portion of the Confidential Information that he is ordered to disclose. (b) The Employee agrees that at all times during and for the one (1) year period after the Employment Period, the Employee will not at engage in any time knowingly reveal conduct that is injurious to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (Company's reputation and interests, including, but not limited to, trade secrets making disparaging comments (or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating inducing or encouraging others to make disparaging comments) about the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company's directors, the Company Affiliatesofficers, employees, managers, members or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company agents or the Company Affiliates. Employee shall notCompany's operations, after his financial condition, prospects, products or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main officeservices. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Safeguard and Employee agrees agree that the terms of this Release Agreement will be kept confidential by Employeeboth parties, except that Employee may advise his or her family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. (b) Employee will not at any time knowingly reveal to any person or entity any acknowledges and agrees that he is bound by the confidentiality provisions of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, Employment Agreement and proposals), that such terms remain in full force and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective ordereffect. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, listslist, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Safeguard or their partner its affiliated or parent companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesSafeguard. Employee shall not, after his or her the termination of Employee’s employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, Safeguard and that immediately upon the effectiveness termination of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Safeguard, at its main office. (d) In accordance with normal ethical and professional standards, the Company Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the CompanySafeguard’s obligation under this paragraph extends only to the conduct of the CompanySafeguard’s senior executive officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC and New York Stock Exchange disclosure requirements, the Safeguard and Employee agrees agree that the terms of this Release will be kept confidential by Employeeboth parties, except that Employee may advise his or her family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. Safeguard shall use its best efforts to obtain Employee's prior written approval prior to making any required disclosure. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates Safeguard or of any third party which the Company Safeguard is under an obligation to keep confidential (including, including but not limited to, to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, plans and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates Safeguard and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company AffiliatesSafeguard. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company Safeguard that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company Safeguard; or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company Safeguard notice of any such required disclosure once Employee has knowledge of it and will help the Company Safeguard at the Company’s Safeguard's expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Safeguard or their its partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesSafeguard. Employee shall not, after his or her the termination of my employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, Safeguard and that immediately upon the effectiveness termination of Employee’s resignation from 's employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Safeguard, at its main office. (d) In accordance with normal ethical and professional standards, the Company Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s Safeguard's obligation under this paragraph extends only to the conduct of the Company’s Safeguard's senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Safeguard and Employee agrees agree that the terms of this Release Agreement will be kept confidential by Employeeboth parties, except that Employee may advise his or her family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates Safeguard or of any third party which the Company Safeguard is under an obligation to keep confidential (including, including but not limited to, to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, plans and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates Safeguard and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company AffiliatesSafeguard. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee’s; (ii) information received from a third party outside of the Company Safeguard that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company Safeguard; or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, that Employee shall provide the Company Safeguard notice of any such required disclosure once Employee has knowledge of it and will help the Company Safeguard at the CompanySafeguard’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, listslist, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Safeguard or their its partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesSafeguard. Employee shall not, after his or her the termination of Employee’s employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, Safeguard and that immediately upon the effectiveness termination of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Safeguard, at its main office. (d) In accordance with normal ethical and professional standards, the Company Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the CompanySafeguard’s obligation under this paragraph extends only to the conduct of the CompanySafeguard’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s 's expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s 's resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s 's obligation under this paragraph extends only to the conduct of the Company’s 's senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except In addition to the extent required by lawobligations set forth in Executive’s Employee Intellectual Property and Confidentiality Agreement, including SEC disclosure requirementsat all times, the Employee Executive agrees that to hold in strictest confidence and not to disclose to anyone who is not an employee, director or retained agent of the terms of this Release will be kept confidential by EmployeeCompany, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity use any of the trade secrets Proprietary Information (defined below) of the Company, except as such disclosure or use may be required in connection with the Executive’s work for the Company or pursuant to a demand for such information from a Governmental Body or Entity or unless the Company expressly authorizes such disclosure in writing. “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (includingand its shareholders, including but not limited toto information relating to financial matters, trade secrets or confidential information respecting inventionsinvestments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, know-howimprovements, techniquesdiscoveries, systemsinventions, processesideas, software data, programs, and other works of authorship. However, customer lists, projects, plans, and proposals), and Employee Proprietary Information shall keep secret all confidential matters relating not include any information which (1) is generally known to the Company public or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company industry on the Effective Date; (2) becomes generally known to the public or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain relevant industry through no fault of on Employee; or (ii3) information received from a third party outside of the Company that was disclosed without a breach already known to Employee, lawfully and not in violation of any confidentiality obligation; (iii) information approved for release third party’s obligation of confidentiality, prior to Employee’s employment by written authorization Company. In the event of subpoena or other litigation which arises after the Company or the Company Affiliate; ortermination of this Agreement, (iv) information that Employee may be disclose any Proprietary Information as required by law or an order of the court, agency or proceeding to be disclosedlaw; provided, however, that Employee shall will provide the Company with reasonable notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent make a reasonable effort to obtain an appropriate a protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the 5.1 Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his to hold in strict confidence and not disclose all non-public information concerning any matters affecting or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company its Subsidiaries and Affiliates, including without limiting the generality of the foregoing non-public information concerning their manner of operation, business or their partner companies other plans, data bases, marketing programs, protocols, processes, computer programs, client lists, marketing information and analyses, operating policies or concerning manuals or other data (the “Confidential Information”). Employee agrees that he will not, directly or indirectly, use any of its dealings or affairs otherwise than Confidential Information for the benefit of any person, business, legal entity other than the Company or disclose or communicate any of the Confidential Information in any manner whatsoever other than to the directors, officers, employees, agents and representatives of the Company Affiliateswho need to know such information, who shall be informed by Employee of the confidential nature of the Confidential Information and directed by Employee to treat the Confidential Information confidentially. Upon the Company’s request, Employee shall not, after his or her termination return all information furnished to him related to the business of employment, use or knowingly permit to be used the Company without retaining any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, copies in electronic or other materials, it being agreed form. The above limitations on use and disclosure shall not apply to information which Employee can demonstrate: (a) was known to Employee before receipt thereof from the Company; (b) is learned by Employee from a third party entitled to disclose it; or (c) becomes known publicly other than through Employee; (d) is disclosed by Employee upon authority of the Board or any committee of the Board; (e) is disclosed pursuant to any legal requirement or (f) is disclosed pursuant to any agreement to which the Company or any of its Subsidiaries or Affiliates is a party. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the foregoing shall be and remain the sole and exclusive property business of the Company and the Company, the Company Affiliate or client of the same, as the case may be’s goodwill, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all any breach of the foregoing, and all copies thereof, to the Company at its main officeterms of this Section 5 shall be a material breach of this Agreement. (d) In accordance 5.2 Employee further agrees that, during his employment with normal ethical and professional standards, the Company and thereafter (regardless of the reason for such termination), Employee agree that they shall will not in any way engage in any conduct or make any statement that would defame disparaging or disparage the otherderogatory statement, oral or make towritten, to any third party which is or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered is likely to be derogatory or materially detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct goodwill of the Company’s senior officersCompany or any of its Subsidiaries or Affiliates. The only exception to the foregoing Nothing herein shall be in those circumstances in which prevent Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or from testifying truthfully in connection with legal proceedingsany litigation, arbitration or administrative proceeding.

Confidentiality; Non-Disparagement. (a) Except From and after the Closing, (x) Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company and Buyer, and (y) Buyer shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Seller, except in each case to the extent that Seller or Buyer, as applicable, can show that such information (i) is generally available to and known by the public through no fault of such Party, any of its Affiliates or their respective Representatives; or (ii) is lawfully acquired by such Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Party or any of its Affiliates or their respective Representatives are compelled to disclose any information subject to this Section 5.05 by judicial or administrative process or by other requirements of Law or any regulatory agency, such Party shall promptly notify the other Party in writing and shall disclose only that portion of such information which such Party is advised by its counsel in writing is legally required by lawto be disclosed, including SEC disclosure requirementsprovided that such Party shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. If this Agreement is, for any reason, terminated prior to the Closing, the Employee agrees that the terms provisions of this Release will be kept confidential by Employee, except that Employee may advise his or her family Section 5.05(a) shall nonetheless continue in full force and confidential advisorseffect. (b) Employee will not at No party hereto shall, and no party shall permit any time knowingly reveal of its Affiliates to, publicly disparage or publicly criticize any other party hereto or its Affiliates, its or its subsidiaries’ business or any of its or its subsidiaries’ current or former directors, officers or employees, including the business and current or former directors, officers and employees of such other party’s Affiliates, as applicable, or otherwise make public remarks that could be reasonably be expected to any person adversely affect the personal or entity professional reputation or prospects of the any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliatesforegoing. These The restrictions contained in this sub-paragraph (b) Section shall not apply to: (i) in any required testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information that at from any governmental or regulatory authority with jurisdiction over the time of disclosure party from whom information is sought, in each case, to the public domain through no fault of Employeeextent required; or (ii) information received from a third party outside of the Company that was disclosed without a breach of to any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be disclosure required by law applicable law, rules or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective orderregulations. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to Grantee, both during the extent required by lawterm hereof and thereafter, including SEC disclosure requirementswill not, directly or indirectly, use for himself or use for, or disclose to, any party other than the Employee agrees that the terms of this Release will be kept confidential by EmployeeCompany, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets secret or confidential information or data regarding the business of the Company or the Company Affiliates any of its Subsidiaries, or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets secret or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to or data regarding the Company business or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization property of the Company or any of its Subsidiaries, or regarding any secret or confidential apparatus, process, system or other method at any time use, developed or investigated by or for the Company Affiliate; oror any of its Subsidiaries, (iv) information that may be required whether or not developed, acquired, discovered or investigated by law Grantee. Upon the date Grantee ceases to provide services to the Company, or an order of the courtas soon thereafter as possible, agency or proceeding Grantee shall promptly deliver to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not takenall memoranda, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawingsplats, sketches, specificationsplans or other documents made by, software programscompiled by, data, documentationdelivered to, or other materials of any nature relating to any matter within the scope of otherwise acquired by Grantee concerning the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit properties of the Company or any of its Subsidiaries, or any secret or confidential product, apparatus or process used, developed, acquired or investigated by the Company Affiliatesor any of its Subsidiaries. Employee shall notGrantee agrees that Grantee will not make any statements, after his or her termination of employmentwhether oral, use or knowingly permit to be used any such noteswritten, memorandatelephonic, reports, lists, records, drawings, sketches, specifications, software programs, data, documentationelectronic, or by or in any other materialsmethod or in any other format, it being agreed that all in any way disparage, damage, or undermine the character or reputation of the foregoing shall be and remain Company or any of its Subsidiaries, or any member of management thereof; provided, however, that Grantee may make such statements as are necessary to comply with law. The Company may resort to a court of equity to enforce this Section 9 by injunctive relief. In the sole and exclusive property event of the Companya breach or threatened breach of this Section 9 by Grantee, the Company Affiliate or client may withhold the Grant (including any vested Restricted Share Units) under this Agreement pending the outcome of litigation and/or arbitration regarding such alleged breach of this Agreement by Grantee. Grantee agrees that the same, as the case Company may be, enforce this Section 9 without posting a bond and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, without giving notice to the Company at its main officemaximum extent permitted by law. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except Employee agrees to direct all requests for references to Xxxxxx Virtue 000-000-0000. The confidentiality obligations contained in this paragraph shall be in addition to any other confidentiality agreements between the Parties, which shall remain in full force and effect. Notwithstanding the foregoing, nothing in this Agreement shall be construed as precluding disclosure where such disclosure is required and compelled by law. In the event that Employee is required and compelled by law to disclose any such matters, he will first give fifteen (15) days advance written notice (or, in the event that it is not possible to provide fifteen (15) days written notice, as much written notice as is possible under the circumstances) to the extent required by lawCompany so that the Company may present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Employee acknowledges and agrees that this paragraph is a material inducement to the Company’s entering into this Agreement, and further acknowledges and agrees that any breach of this paragraph shall be subject to a claim for damages or equitable relief (or both), including SEC disclosure requirementsbut not limited to injunctive relief and Employee agrees to return any of the Payment that had been made at the time of the breach. Additionally, the Employee agrees that he shall refrain from making any negative, disparaging or derogatory comments about the terms of this Release will be kept confidential by EmployeeCompany, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, including but not limited to, trade secrets any public or confidential information respecting inventionsprivate remarks or statements that would injure the business or reputation of the Company, productsor its officers, designsmanagers, methodsmembers, know-howdirectors, techniquespartners, systemsagents or employees. Nothing contained in this Paragraph shall preclude Employee from revealing or describing his employment with the Company to his prospective employers; provided however, processessuch disclosure shall be limited to the fact that he was employed by the company, software programsthe dates of his employment, works his job title and position with the Company, the fact that he voluntarily resigned from the Company and the nature and depth of authorshiphis duties and responsibilities with the Company as well as the level of his accomplishments at the Company. The Company agrees that its officers or directors will not make any negative, customer listsderogatory or disparaging statements or comments, projectsor statements that slander or libel Employee, plansto any third party about Employee, and proposals), and Employee shall keep secret all confidential matters relating to his service time with the Company or his separation from the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be unless otherwise required by law or an order subpoena, and Company shall respond accurately and fully to any question, inquiry, or request for information required by legal or employment verification process. Company confirms that Employee shall receive a positive verbal reference from the Chief Executive Officer, the Chairman of the court, agency or proceeding to be disclosed; provided, Employee shall provide Board and the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope Chairman of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesAudit Committee. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee shall mutually agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the otheron language describing Employee’s employment, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or resignation and/or consulting status with the Company should any press release be issued now or in the future. If such disclosure is obligated required of Company, then Company agrees to provide information in response notice to an investigation by a duly authorized governmental entity or in connection with legal proceedingsEmployee as early as practicable.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Safeguard and Employee agrees agree that the terms of this Release Agreement will be kept confidential by Employeeboth parties, except that Employee may advise his or her family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates Safeguard or of any third party which the Company Safeguard is under an obligation to keep confidential (including, including but not limited to, to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, plans and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates Safeguard and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company AffiliatesSafeguard. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee's; (ii) information received from a third party outside of the Company Safeguard that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company Safeguard; or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, that Employee shall provide the Company Safeguard notice of any such required disclosure once Employee has knowledge of it and will help the Company Safeguard at the Company’s Safeguard's expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, listslist, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Safeguard or their its partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesSafeguard. Employee shall not, after his or her the termination of Employee's employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, Safeguard and that immediately upon the effectiveness termination of Employee’s resignation from 's employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Safeguard, at its main office. (d) In accordance with normal ethical and professional standards, the Company Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s Safeguard's obligation under this paragraph extends only to the conduct of the Company’s Safeguard's senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except Covenantor recognizes that by reason of his provision of services to the extent Company, Covenantor has acquired confidential information and trade secrets concerning research and development, know-how, processes and techniques, technical data, customers, sales prospects, distribution, pricing and cost information, and marketing plans and proposals, financial data and the intellectual property of the Company (collectively, the “Proprietary Information”), the use or disclosure of which could cause Parent substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate; provided that Proprietary Information does not include any information that (i) is or becomes available to the general public or is generally available within the relevant business or industry other than as a result of an action by Covenantor in breach of this Agreement or (ii) Covenantor receives or has received on a non-confidential basis from a source other than the Company. Accordingly, Covenantor covenants and agrees with Parent that, for the period commencing at the Effective Time (as defined in the Merger Agreement) and ending on the second anniversary of the date that Covenantor ceases to be a director, officer or employee of the Company he will not at any time, except in performance of his obligations to the Company or with the prior written consent of Parent, directly or indirectly, disclose or reveal to any person, entity or other organization or use for Covenantor’s own benefit any Proprietary Information known to him unless disclosure is required by law, including SEC disclosure requirementsregulation or legal process (including, the Employee agrees that the terms without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) in connection with any proceeding by or before a governmental or judicial authority, regulatory or administrative body or securities exchange. For purposes of this Release will Agreement, Proprietary Information may be kept confidential by Employeein any medium or form, except that Employee may advise his including, without limitation, physical documents, computer files or her family disks, videotapes, audiotapes, and confidential advisorsoral communications. (b) Employee will In the event that Covenantor is requested or required by law, regulation or legal process to disclose any Proprietary Information, Covenantor shall provide Parent with prompt written notice so that Parent may, at its own cost, seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not at any time knowingly reveal obtained or Parent waives its right to any person seek such an order or entity any remedy, Covenantor shall, without liability under this Agreement, furnish only that portion of such Proprietary Information or take only such action that, in the trade secrets opinion of Covenantor’s counsel, Covenantor is required to disclose under applicable law, regulation or legal process; provided that Covenator shall exercise his commercially reasonable efforts to obtain assurance that confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee treatment shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use be accorded any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective orderProprietary Information. (c) Employee represents that Employee has Covenantor agrees he will not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentationmake, or cause or assist any other materials person to make, any statement or other communication, written or otherwise, to any third party, including, without limitation, books, articles or writings of any nature relating to other kind, as well as film, videotape, audio tape, computer/internet format or any matter within the scope other medium, which impugns, attacks or criticizes, is misleading or untrue with respect to, or is otherwise disparaging (or that constitutes trade libel) of the business reputation, business, prospects, products, services or character of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall notParent or any of their affiliates or any of their respective directors, after his officers or her termination of employment, use employees or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.the

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Safeguard and Employee agrees agree that the terms of this Release Agreement will be kept confidential by Employeeboth parties, except that Employee may advise his or her family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. However, Employee and Safeguard agree that nothing in this Agreement prevents or prohibits Employee from (i) making any disclosure of relevant and necessary information or documents in connection with any charge, action, investigation, or proceeding relating to this Agreement, or as required by law or legal process; (ii) participating, cooperating, or testifying in any charge, action, investigation, or proceeding with, or providing information to, any self-regulatory organization, governmental agency or legislative body, and/or pursuant to the Xxxxxxxx-Xxxxx Act, or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Employee agrees to give prompt written notice to Safeguard so as to permit it to protect its interests in confidentiality to the fullest extent possible. (b) Employee will not at any time knowingly reveal to any person or entity any acknowledges and agrees that he is bound by the confidentiality provisions of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, Employment Agreement and proposals), that such terms remain in full force and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective ordereffect. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, listslist, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Safeguard or their partner its affiliated or parent companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesSafeguard. Employee shall not, after his or her the termination of Employee’s employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, Safeguard and that immediately upon the effectiveness termination of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Safeguard, at its main office. (d) In accordance with normal ethical and professional standards, the Company Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the CompanySafeguard’s obligation under this paragraph extends only to the conduct of the CompanySafeguard’s senior executive officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except Buyer acknowledges that the information provided to it in connection with this Agreement and the extent required by law, including SEC disclosure requirements, the Employee agrees that transactions contemplated hereby is subject to the terms of this Release will the Confidentiality Agreement, the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate; provided that Seller, Buyer, the Company and the Company Subsidiaries may disclose such information as may be kept confidential by Employee, except that Employee may advise his or her family necessary in connection with seeking necessary consents and confidential advisorsapprovals as contemplated hereby. (b) Employee will From and after the Closing, Seller and its Affiliates shall keep confidential and, for a period of two (2) years from and after the Closing, not at use in a manner reasonably likely to be adverse to Buyer, any time knowingly reveal non-public information in their possession to any person or entity any of the trade secrets or confidential information of extent relating to Buyer, the Company or and their respective Affiliates. For a period of two (2) years from and after the Company Closing, Buyer shall (and shall cause its Affiliates or of any third party which the Company is under an obligation to to) keep confidential (includingand not use in a manner reasonably likely to be adverse to Seller, but not limited to, trade secrets or confidential any non-public information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters in its possession to the extent relating to the Company or the Company Affiliates Seller and shall not use or attempt to use any such confidential information its Affiliates. Notwithstanding anything in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly this Section 6.8(b) to the Company contrary, (i) a Party may (and may cause its Affiliates to) disclose information as required by Law or required or requested pursuant to legal or regulatory process to disclose, provided such Party first gives notice to the Company Affiliates. These restrictions contained in this subother Parties hereto of such required disclosure so that such other Parties may seek (at their sole cost) to obtain a protective order or other reasonable assurance that such disclosure shall be treated confidentially, (ii) the confidentiality and non-paragraph (b) use obligations set forth herein shall not apply to: to any information (iA) already available to the public, or hereafter becoming available to the public, other than as a result of a breach of this Section 6.8(b) by the Party seeking to disclose such information that at the time of disclosure is in the public domain through no fault of Employee; or its Affiliates or (iiB) information received which becomes available to a Party from a third party outside source that is not known by such Party (after reasonable investigation) to be under any obligations of the Company that was disclosed without a breach of any confidentiality obligation; with respect to such information, (iii) information approved for release by written authorization nothing in this Section 6.8(b) shall restrict a Party’s ability to exercise any of its remedies provided in this Agreement or pursue any suit, action or proceeding relating to the Company Agreement or the Company Affiliate; orenforcement of rights thereunder, (ivv) the foregoing confidentiality and non-use obligations shall not prevent any Party from disclosing such information that may be required by law to their Affiliates and their respective Representatives who have a need to know the information (A) to perform obligations under any Transaction Document or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense (B) to the extent reasonable to obtain an appropriate protective ordernecessary for the preparation of financial statements, regulatory filings or Tax Returns or otherwise required by Law or legal process. (c) Employee represents that Employee has not takenEach Party agrees that, used except as compelled by applicable Law or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, Legal Proceeding (after provision of due prior notice of such Law or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, Legal Proceeding to the Company at its main office. (dother Party) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedingssuch Party’s enforcement of its rights under, or defense against claims brought by the other Party under, this Agreement or any of the Transaction Documents, it will not, and will cause its Representatives not to, directly or indirectly, (i) publicly disparage the other Party or any of such other Party’s Representatives or (ii) take any action that would reasonably be expected to cause any of such Persons to suffer reputational damage in the eyes of the public or any equityholders, clients, managers, franchisors, partners, lenders, employees or competitors of any such Person or other third parties with whom such Person has similar business relationships.

Confidentiality; Non-Disparagement. (ai) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees The Subscriber acknowledges that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family Memorandum and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential other information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company (the “Confidential Information”) have been submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. In addition, Confidential Information includes non-public information regarding the Investment Manager, the Company, and any other investment vehicles whose investment adviser is the Investment Manager or an affiliate of the Investment Manager. The Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that it shall not trade in the securities of any issuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, without the prior written consent of the Company Affiliates and (which consent may be withheld at the discretion of the Company), the Subscriber shall not use (a) reproduce the Memorandum or attempt to use any such confidential information other Confidential Information, in any manner which injures whole or causes loss in part, or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) disclose the Memorandum or any other Confidential Information to any person who is not an officer or employee of the Subscriber who is involved in its investments, or partner (general or limited) or affiliate of the Subscriber (it being understood and agreed that if the Subscriber is a pooled investment fund, it shall not apply to: only be permitted to disclose the Memorandum or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 13(h) and the Subscriber remains liable for any breach of this Section 13(h) by its investors), except to the extent (i) such information that at the time of disclosure is in the public domain through no fault (other than as a result of Employee; any action or omission of the Subscriber or any person to whom the Subscriber has disclosed such information) or (ii) such information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be is required by applicable law or an order of the court, agency or proceeding regulation to be disclosed; provided, Employee in which case the Subscriber shall provide first notify the Company notice of such requirement (unless such notification is prohibited by law) so that the Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 13(h), and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 13(h), then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by counsel is legally required to be disclosed and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed, including by requesting that confidential treatment be accorded such information. The Subscriber further agrees to return the Memorandum and other Confidential Information upon the Company’s request therefor. The Subscriber acknowledges and agrees that monetary damages would not be sufficient remedy for any breach of this Section 13(h) by the Subscriber and that, in addition to any other remedies available to the Company in respect of any such required disclosure once Employee has knowledge of it and will help breach, the Company at the Company’s expense shall be entitled to the extent reasonable to obtain an appropriate protective orderspecific performance and injunctive or other equitable relief as a remedy for any such breach. (cii) Employee represents that Employee has not taken, used or knowingly permitted to be used Neither the Subscriber nor any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope representative of the business of Subscriber shall disparage the Company, the Company AffiliatesInvestment Manager, or their partner companies any Willow Tree Party, whether or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be not this Subscription and remain the sole and exclusive property of Capital Commitment Agreement is accepted by the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (ai) Except The Seller acknowledges that it has had access to, and use of, Confidential Information of the Radar Business prior to the extent required Closing. The Seller covenants that, without written authorization from the Acquired Company, it shall not at any time hereafter, directly or indirectly, use for its own purpose or for the benefit of any Person other than the Acquired Company, any of such Confidential Information, or disclose any of such Confidential Information to any Person, provided, however, Seller and its Affiliates (other than the Acquired Company) shall be entitled to use any of such Confidential Information that they are currently using or have used at any time in the past with respect to any product currently being made or made at any time during the twelve month period immediately prior to the Closing (including any future version of any such product) by lawthe Seller or any of its Affiliates (other than the Acquired Company) or any service currently being provided or provided at any time during the twelve month period immediately prior to the Closing by the Seller or any of its Affiliates (other than the Acquired Company). (ii) The Buyer acknowledges that certain of the Radar Employees have had access to, including SEC disclosure requirementsand use of, Confidential Information of the Seller and the Non-Radar Businesses prior to the Closing. The Buyer covenants that, without written authorization from the Seller or the Non-Radar Businesses, neither it nor the Acquired Company shall at any time hereafter, directly or indirectly, use for their own purpose or for the benefit of any Person other than the Seller and the Non-Radar Businesses, any of such Confidential Information, or disclose any of such Confidential Information to any Person, provided, however, the Employee agrees Acquired Company (and Buyer) shall be entitled to use any of such Confidential Information that the terms Radar Business is currently using or has used at any time in the past with respect to any product currently being made or made at any time during the twelve month period immediately prior to the Closing (including any future version of this Release will be kept confidential any such product) by Employee, except that Employee may advise his the Radar Business or her family and confidential advisorsany service currently being provided or provided at any time during the twelve month period immediately prior to the Closing by the Radar Business. (b) Employee will not at Nothing herein shall prevent any time knowingly reveal disclosure required by Applicable Law or any Order of a Governmental Authority, provided that the Party requested to make such disclosure (the “Disclosing Party”), prior to any person or entity any of such disclosure, shall give the trade secrets or confidential information of other Party (the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know“Non-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (bDisclosing Party”) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company prompt notice of any such required disclosure once Employee has knowledge requirement, shall cooperate with the Non-Disclosing Party in obtaining a protective order or other means of it and will help protecting the Company confidentiality of the Confidential Information at the CompanyNon-Disclosing Party’s expense cost, and shall disclose only that Confidential Information that is legally required to the extent reasonable to obtain an appropriate protective orderbe disclosed. (c) Employee represents To the extent that Employee has not takenthe same may be appropriate, used either Party shall be entitled to seek injunctive relief from any court of competent jurisdiction restraining any threatened or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials further violation of any nature relating the covenant contained in this Section 5.1 in addition to any matter within the scope of the business of the Companyother rights or remedies at law, the Company Affiliates, in equity or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit under this Agreement to be used any which such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that Party may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedingsentitled.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Employee Consultant agrees that the terms of this Release will be kept confidential by EmployeeConsultant, except that Employee Consultant may advise his or her family and confidential advisors. (b) Employee Consultant will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee Consultant shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of EmployeeConsultant; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee Consultant shall provide the Company notice of any such required disclosure once Employee Consultant has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee Consultant represents that Employee Consultant has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee Consultant shall not, after his or her termination of employmentengagement, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of EmployeeConsultant’s resignation from employmentConsultant’s engagement, Employee Consultant shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee Consultant agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee Consultant or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, including but not limited to, to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, plans and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, or (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s 's expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Affiliates or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of his or her employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s 's resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Company, at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s 's obligation under this paragraph extends only to the conduct of the Company’s 's senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. Holder shall hold any information regarding this Agreement, the Merger Agreement and the Merger in strict confidence and shall not divulge any such information to any third person; provided that Holder may disclose such information (a) Except to his, her or its attorneys, accountants, consultants and other professionals to the extent required by lawnecessary to obtain their services in connection with monitoring Holder’s interests in the Company and Holder’s rights under the Merger Agreement or other agreements entered into in connection with the Merger, including SEC disclosure requirementshis, her or its rights to receive, after the Employee agrees Effective Time occurs, payment of the portion of the Merger Consideration allocated to Holder pursuant to the Merger Agreement (provided that the terms such advisors are subject to a similar obligation of this Release will be kept confidential by Employeeconfidentiality at least as protective as that set forth herein), except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person existing Affiliate, partner, member, stockholder, parent or entity subsidiary of Holder in the ordinary course of his, her or its business, provided that, in each case, Holder informs the Person receiving the information that such information is confidential and such Person is subject to a similar obligation of confidentiality at least as protective as that set forth herein prior to such disclosure, (c) to Holder’s current limited partners or general partners consistent with Holder’s ordinary course investor reporting procedures, including without limitation for the avoidance of doubt, financial information to limited partners and in a manner consistent with disclosures that Holder would typically make with respect to disclosures of portfolio financial performance to such investors, provided that, in each case, Holder informs the Person receiving the information that such information is confidential or are currently subject to confidentiality in accordance with Holder’s limited partnership agreement and such Person is subject to a similar obligation of confidentiality at least as protective as that set forth herein prior to such disclosure, (d) to the extent Acquirer has publicly disclosed such information and (e) to the extent that Holder is required by applicable Law or this Agreement to divulge or disclose such information, in which case Holder shall reasonably cooperate with Acquirer in advance to limit such disclosure to the extent permitted under applicable Law. Neither Holder, nor any of his, her or its Affiliates (other than the trade secrets Company, whose actions shall be governed by the Merger Agreement), shall issue or confidential information of cause the Company or the Company Affiliates or publication of any third party which press release or other public announcement with respect to this Agreement, the Company is under an obligation to keep confidential (includingMerger, but not limited tothe Merger Agreement, trade secrets or confidential information respecting inventionsthe transactions contemplated hereby without the prior written consent of Acquirer, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that except as may be required by law or an order of the courtapplicable Law, agency or proceeding in which circumstance such announcing party shall make reasonable efforts to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense consult with Acquirer to the extent reasonable practicable. Holder further agrees that he, she or it will not, as a result of, in connection with or in reference to obtain an appropriate protective order. (c) Employee represents that Employee has not takenthe Merger and, used solely in his, her or knowingly permitted to be used any notesits capacity as a former stockholder, memorandumdirector, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, officer or other materials of any nature relating to any matter within the scope of the business employee of the Company, from the Company Affiliatesdate of this Agreement until the second anniversary of the Closing Date, make disparaging statements regarding Acquirer or any of Acquirer’s affiliates, including the Surviving LLC, or their partner companies or concerning respective managers, supervisors, officers, directors, employees, shareholders, and agents, in any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit manner intended to be used any such notesharmful to them or their business, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, business reputation or other materials, it being agreed personal reputation; provided that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, not apply to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written oral or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or written) made in connection with legal proceedingsthe defense or assertion of any claim made under the Merger Agreement or any Related Agreements.

Confidentiality; Non-Disparagement. (a) Except You will not disparage, denigrate or defame the Company and/or related persons, or any of their business products or services. The Company agrees not to denigrate, disparage or defame you provided that the extent Company for this purpose shall mean senior management of the Company. If you should need a reference in the future, you should instruct the potential employer to contact the Company’s human resources department, which will provide a neutral reference in accordance with Company practice, providing only dates of employment, last position held and last salary. This requirement of confidentiality is a material inducement to both you and the Company to enter into this Agreement. This requirement will not prohibit you, the Company, or the senior management of the Company, from providing truthful testimony if required by law, including SEC disclosure requirementsand subject to your obligation to provide the Company prior notice of such legal requirement pursuant to Section 7(b) below. Notwithstanding the foregoing, the Employee agrees that the terms this requirement will not prohibit you from reporting to any governmental agency or governmental entity information concerning possible violations of this Release will be kept confidential by Employee, except that Employee may advise his law or her family and confidential advisorsregulation. (b) Employee For ten years from the date of this Agreement, you will not hold all of the Company’s Confidential Information (as defined below) in strictest confidence, and will not, directly or indirectly, take, publish, use or disclose any of the Company’s Confidential Information at any time knowingly reveal to after the termination of your employment, for any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (includingreason, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that except as may be required by law or an order law, provided that upon learning of the courtany such legal requirement, agency or proceeding to be disclosed; provided, Employee shall you promptly provide the Company with written notice to the Company of any such required disclosure once Employee has knowledge of legal requirement in enough time for it and will help the Company at the Company’s expense to the extent reasonable try to obtain an appropriate protective orderorder or other remedy unless you are specifically prohibited from providing notice to the Company by order of a court or government agency. For purposes of this Agreement, the phrase “Confidential Information” means personal information regarding past and present executives of the Company and its affiliates, including their family members, all trade secrets and information on costs, pricing, and materials, supplier information, customer lists and customer information, vendor lists and vendor information, employee lists and employee information, market share reports, customer contract terms and rates, account management, financial information, audit information, research, development, marketing plans, promotion plans, and/or compilations of information that was disclosed to or acquired by you during or in the course of your employment that relates to the business of the Company and is not generally available to the public or generally known in the Company’s industry. (c) Employee represents Confidential Information does not include that Employee has not takeninformation: (i) is, used at the time of disclosure, in the public domain other than as a result of disclosure (whether by act or knowingly permitted omission) by you or by other persons to be used whom you have disclosed such information; (ii) was available to you without an obligation of confidentiality prior to your employment with the Company; (iii) is independently developed by you having had no access to any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials Confidential Information and without the use of any nature relating such information; or (iv) becomes available to any matter within the scope you without an obligation of the business of confidentiality from a source, other than the Company, having the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit legal right to be used any disclose such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main officeinformation. (d) You agree that you will not use the Confidential Information for personal gain. In accordance with normal ethical furtherance of this provision, you hereby knowingly and professional standards, voluntarily assign to the Company any and Employee agree that they shall not in all rights to publicity concerning any way engage in any conduct matter relating, directly or make any statement that would defame or disparage indirectly, to your employment by the otherCompany, or make toincluding, or solicit for, the media or otherswithout limitation, any comments, statements (whether written information you may have learned of or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that concerning the Company’s obligation under this paragraph extends only executives, their families and those of its affiliates. In the event you ever receive any compensation for any publicity, story or other disclosure relating in whole or part to your employment with the Company or regarding information about its executives, their associates, or their family members, all such compensation shall be immediately given over to the conduct Company. You understand and agree that the purpose and effect of this Section 7 is to prevent you from publicizing and/or disclosing any information about the Company, its executives and their family members, and you voluntarily and knowingly consent to these prohibitions and freely assign to the Company any and all right you ever may have to compensation derived out of a violation of any of the provisions contained in this Agreement. (e) The restrictions and limitations contained in this Section 7 are reasonable as to scope and duration and are necessary to protect the Company’s senior officersproprietary interest in its Confidential Information and to preserve for the Company, the competitive advantage derived from maintaining that Information as secret. The only exception In the event that any of the restrictions and limitations contained in this Section 7 are deemed to exceed the time or geographic limitations permitted by applicable law, then such provisions of this Section 7 shall be reformed to the foregoing maximum time and geographic limitations permitted by applicable law. You shall deal with the Confidential Information strictly in accordance with the terms of this Agreement. (f) Nothing in this Section 7, or in any other provision of this Agreement, shall be in those circumstances in construed to limit you from (i) complying with any valid subpoena or court order (about which Employee or you shall provide the Company is obligated with prompt notice of the subpoena or court order, a copy of the subpoena or court order, and a transcript of any testimony, all to provide information in response the maximum extent permitted by applicable law or policy); (ii) cooperating with any government investigation; (iii) voluntarily communicating, without notice to an investigation or approval by the Company, with any government agency regarding a duly authorized governmental entity potential violation of any law or in connection regulation; or (iv) cooperating with legal proceedingsreasonable requests by the Company.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Employee and the Company each agrees that to keep the terms of this Release will be kept confidential by Employeeconfidential, except that Employee may advise his or her family and confidential advisorsadvisors and the Company may advise its directors and those officers who have a legitimate need to know. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information (as that term is defined in the California Uniform Trade Secrets Act and referred to below as "Trade Secrets") of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, including but not limited to, trade secrets to Trade Secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, plans and proposals), and Employee shall keep secret all confidential matters relating to Trade Secrets of the Company or the and those of Company Affiliates and shall not use or attempt to use any such confidential information Trade Secrets in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, or (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s 's expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Affiliates or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of his or her employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s 's resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Company, at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s 's obligation under this paragraph extends only to the conduct of the Company’s 's senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except to the extent required by law, including SEC disclosure requirements, the Safeguard and Employee agrees agree that the terms of this Release and the Agreement will be kept confidential by Employeeboth parties, except that Employee may advise his or her family and confidential advisors, and Safeguard may advise those people needing to know to implement the above terms. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates Safeguard or of any third party which the Company Safeguard is under an obligation to keep confidential (including, including but not limited to, to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, plans and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates Safeguard and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company AffiliatesSafeguard. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee’s; (ii) information received from a third party outside of the Company Safeguard that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company Safeguard; or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, that Employee shall provide the Company Safeguard notice of any such required disclosure once Employee has knowledge of it and will help the Company Safeguard at the CompanySafeguard’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, listslist, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, Safeguard or their its partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company AffiliatesSafeguard. Employee shall not, after his or her the termination of Employee’s employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, Safeguard and that immediately upon the effectiveness termination of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company Safeguard, at its main office. (d) In accordance with normal ethical and professional standards, the Company Safeguard and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the CompanySafeguard’s obligation under this paragraph extends only to the conduct of the CompanySafeguard’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company Safeguard is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except Unless the Employee obtains the prior written consent of the Employers, the Employee shall at all times keep confidential and shall refrain from using for the benefit of himself, or any person or entity other than the Employers or their subsidiaries or affiliates, any material document or information obtained from the Employers or their subsidiaries, affiliates or predecessors, in the course of his employment with any of them concerning their properties, operations or business (unless such document or information is readily ascertainable from public or published information or trade sources or has otherwise been made available to the public through no fault of his own) until the same ceases to be material (or becomes so ascertainable or available); provided, however, that nothing in this Section 7(a) shall prevent the Employee, with or without the Employers’ consent, from participating in or disclosing documents or information in connection with any judicial or administrative investigation, inquiry or proceeding or the Company's public reporting requirements to the extent that such participation or disclosure is required by under applicable law, including SEC . No disclosure requirements, of the Employee agrees that the terms contents of this Release will Agreement shall be kept confidential made by Employee, except either party to this Agreement without the prior written consent of the other party; provided that Employee such disclosure (including disclosures contained in Company press releases and regulatory filings) may advise his or her family be made as required in accordance with federal securities and confidential advisorsbanking laws and regulations. (b) The Employee will agrees not at to make, either directly or indirectly, or cause to be made, either directly or indirectly, by any time knowingly reveal to any other person or entity entity, any statement or comment, whether oral, written, electronic or otherwise, or to take any other action which disparages or criticizes the Employers, their present or former directors, officers, employees, management, practices or services, or which disrupts or impairs or could disrupt or impair the operations of the trade secrets Employers, where such statements, comments or confidential information actions are based upon the Employee=s employment by the Employers, either as a director, officer or employee, or knowledge gained as a result of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective orderemployment. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope Each of the business Employers and the Employee covenants and agrees that upon any adjudication that such party has violated the terms of the Companythis Section 7, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any party asserting such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing a violation shall be entitled to seek and remain the sole be awarded damages together with such party=s costs, reasonable attorneys= fees and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or expenses in connection with legal proceedingsenforcing the terms hereof.

Confidentiality; Non-Disparagement. (ai) Employee agrees to keep the terms and conditions of this Agreement confidential. Except as specifically set forth below or to the extent that such information has to be made publicly available by virtue of any required by lawregulatory filing, including SEC disclosure requirements, the Employee agrees that not to, at any time, disclose the terms of this Release will be kept confidential by EmployeeAgreement, except in whole or in part, or any fact concerning the negotiation, execution, or implementation of this Agreement, including the existence and amount of the Separation Benefits; provided, however, that Employee may advise his discuss the terms of this Agreement with: (a) Employee’s attorney, tax advisor, and immediate family, on condition that any such persons agree in advance to keep such terms confidential and not disclose them to others; (b) any court of competent jurisdiction, the Internal Revenue Service, or her family other governmental agency, upon proper lawful request by such court or agency enforceable by law compelling such disclosure; and (c) upon written consent of Employer. Employee further agrees not to reveal to any person, unless authorized by Employer in writing, any information relating to or concerning the confidential advisorsbusiness, financial, or personal affairs of Employer, the other Released Parties, or any Clients of Employer or the other Released Parties, and agrees not to do or say anything to disparage Employer or any other Released Party or harm the business reputation enjoyed by Employer or any other Released Party with its clients or in the community at large. (bii) Employee will not Likewise, Employer’s Executive Leadership Team shall keep the terms and conditions of this Agreement confidential and shall not, at any time knowingly reveal to time, disclose the terms of this Agreement, in whole or in part, or any person fact concerning the negotiation, execution, or entity any implementation of this Agreement, including the existence and amount of the trade secrets or confidential Separation Benefits, except to the extent that such information of the Company or the Company Affiliates or has to be made publicly available by virtue of any third party which the Company is under an obligation to keep confidential (includingrequired regulatory filing; provided, but not limited tohowever, trade secrets or confidential that Employer may disclose such information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be as required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any persons Employer reasonably deems have a need to know such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedingsthe operation of Employer’s business, on condition that all such persons agree in advance to keep such terms confidential and not to disclose them to others. Employer also agrees that its Executive Leadership Team shall not make any statements disparaging Employee’s reputation or her tenure with Employer. The provisions of this paragraph are expressly acknowledged by both parties to constitute material consideration for the obligations under this Agreement.

Confidentiality; Non-Disparagement. (a) Except to Grantee, both during the extent required by lawterm hereof and thereafter, including SEC disclosure requirementswill not, directly or indirectly, use for himself or use for, or disclose to, any party other than the Employee agrees that the terms of this Release will be kept confidential by EmployeeCompany, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets secret or confidential information or data regarding the business of the Company or the Company Affiliates any of its Subsidiaries, or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets secret or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to or data regarding the Company business or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization property of the Company or any of its Subsidiaries, or regarding any secret or confidential apparatus, process, system or other method at any time use, developed or investigated by or for the Company Affiliate; oror any of its Subsidiaries, (iv) information that may be required whether or not developed, acquired, discovered or investigated by law Grantee. Upon the date Grantee ceases to provide services to the Company, or an order of the courtas soon thereafter as possible, agency or proceeding Grantee shall promptly deliver to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not takenall memoranda, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawingsplats, sketches, specificationsplans or other documents made by, software programscompiled by, data, documentationdelivered to, or other materials of any nature relating to any matter within the scope of otherwise acquired by Grantee concerning the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit properties of the Company or any of its Subsidiaries, or any secret or confidential product, apparatus or process used, developed, acquired or investigated by the Company Affiliatesor any of its Subsidiaries. Employee shall notGrantee agrees that Grantee will not make any statements, after his or her termination of employmentwhether oral, use or knowingly permit to be used any such noteswritten, memorandatelephonic, reports, lists, records, drawings, sketches, specifications, software programs, data, documentationelectronic, or by or in any other materialsmethod or in any other format, it being agreed that all in any way disparage, damage, or undermine the character or reputation of the foregoing shall be and remain Company or any of its Subsidiaries, or any member of management thereof; provided, however, that Grantee may make such statements as are necessary to comply with law. The Company may resort to a court of equity to enforce this Section ‎9 by injunctive relief. In the sole and exclusive property event of the Companya breach or threatened breach of this Section ‎9 by Grantee, the Company Affiliate or client may withhold the Grant (including any vested Restricted Share Units) under this Agreement pending the outcome of litigation and/or arbitration regarding such alleged breach of this Agreement by Grantee. Grantee agrees that the same, as the case Company may be, enforce this Section ‎9 without posting a bond and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, without giving notice to the Company at its main officemaximum extent permitted by law. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.

Confidentiality; Non-Disparagement. (a) Except The Executive represents that he has returned or will immediately return to the extent Company all Company Information (as defined below) and property, including, without limitation, the Executive's leased vehicle, mailing lists, reports, files, memoranda, records and software, credit cards, cell phones (to be returned on July 1, 2002), door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property that he received or prepared or helped to prepare in connection with his employment with the Company and that he will not retain any copies, duplicates, reproductions, notes, excerpts or abstracts thereof. In the event the Executive hereafter discovers any Company Information in his possession, he agrees to immediately return such material or materials to the Company. Should the Executive be uncertain as to whether any material or materials in his possession constitute Company Information, he agrees to submit a written list thereof to the Company and make such material or materials available for inspection by the Company, and Executive shall abide by the Company's reasonable designation of such materials as Company Information. In addition to the foregoing, "Company Information" as used in this Agreement means (i) confidential information of the Company, including, without limitation, information received from the Company or from third parties under confidential conditions, (ii) all information related to the Company's projects, and (iii) other technical, business or financial information or trade secrets, the use or disclosure of which might reasonably be construed to be contrary to the interests of, or beneficial to the competitors of, the Company. (b) The Executive and the Company agree that in the course of his employment with the Company, the Executive acquired Company Information. The Executive agrees that such Company Information has been disclosed to him in confidence and for the use only of the Company. The Executive acknowledges that he has no ownership right or interest in any Company Information used or developed during the course of his employment. The Executive agrees (i) that he will keep such Company Information confidential at all times and (ii) that he will not make use of Company Information on his own behalf or on behalf of any third party. (c) The Executive agrees that in the event he receives any request or demand for information concerning the Company from any third party, including any subpoena or demand for discovery, he shall notify the Company by certified or registered mail, postage prepaid immediately upon receipt of such a request or demand. The Executive agrees to cooperate with any effort by the Company, at its expense, to lawfully oppose, limit or quash any such subpoena, request or demand for information. (d) The Executive acknowledges and agrees that the Company Information constitutes a legitimate, protectible interest of the Company. The Executive further acknowledges that, in light of his exposure to Company Information and the uniqueness of his services to the Company, the restrictions contained in this Section 12 are reasonable and necessary to protect the Company's business and goodwill, and that a violation of this Section 12 would cause irreparable damage to the Company. (e) Each of the parties hereto agrees that it or he (as applicable) will not make, or cause to be made, any statements, observations or opinions, or communicate any information (whether oral or written) that disparages or is likely in any way to harm the business, business or personal reputation or financial condition of the Company and, in the case of the Executive, the business or personal, reputation or financial condition of the Executive. (f) The parties shall keep this Agreement, and all discussions, negotiations and terms of this Agreement (the "Agreement Information") strictly confidential. Notwithstanding the foregoing, the Company may disclose the Agreement Information to related parties who, in the Company's reasonable judgment, need to know such information. The Company shall inform such related party of this Agreement and the confidential nature of such information. For purposes hereof, related party shall mean the Company's directors, officers, partners, employees, outside counsel, engineers, consultants, lenders, representatives and accountants. Notwithstanding anything contained herein to the contrary, the parties may disclose the Agreement Information in connection with a dispute concerning this Agreement, in the Company's financial statements, to the Executive's financial and legal advisors or as required by law, including SEC disclosure requirements, the Employee agrees that the terms of this Release will be kept confidential in connection with a Securities and Exchange Commission filing by Employee, except that Employee may advise his or her family and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be required by law or an order of the court, agency or proceeding to be disclosed; provided, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable to obtain an appropriate protective order. (c) Employee represents that Employee has not taken, used or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope of the business of the Company, the Company Affiliates, or their partner companies or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.affiliates

Confidentiality; Non-Disparagement. (a) Except Executive agrees that he will hold in strictest confidence and, without prior approval of the Board, except in connection with the performance of his duties hereunder, will not disclose to any person, firm, corporation or other entity, any confidential information which he has acquired or may hereafter acquire during his employment by the Company pertaining to the extent required business or affairs of the Company or any of its subsidiaries or affiliates, including (i) proprietary information or other documents concerning the Company’s or its subsidiaries’ or affiliates’ policies, prices, systems, methods of operation, contractual arrangements, customers or suppliers; (ii) the Company’s or its subsidiaries’ or affiliates’ marketing methods, credit and collection techniques and files; or (iii) the Company’s or its subsidiaries’ or affiliates’ trade secrets and other “know how” or information concerning its business and affairs not of a public nature. The covenant and agreement set forth in this Section 7(a) shall apply during Executive’s employment by law, including SEC disclosure requirements, the Employee agrees that the terms Company and shall survive termination of this Release will be kept Agreement, and Executive’s employment hereunder, for any reason and shall remain binding upon Executive without regard to the passage of time or other events; provided, however, that this Section 7(a) shall not apply to any information which: (A) becomes generally available to the public other than as a result of disclosure by Executive in violation of this Agreement; (B) was or becomes available to Executive on a non-confidential basis prior to its disclosure to Executive by Employeethe Company from a source other than the Company, except provided that Employee may advise such source is not to Executive’s knowledge bound by a confidentiality agreement with the Company; (C) was or is independently developed by Executive without the use of the Company’s materials; or (D) is shared by Executive with his personal, legal, financial or her family and confidential advisorsother advisors who are bound by a duty or agreement of confidentiality. (b) Employee will not at any time knowingly reveal Nothing herein shall be construed to any person prevent disclosure of confidential or entity any of the trade secrets or confidential proprietary information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company or the Company Affiliates and shall not use or attempt to use any such confidential information in any manner which injures or causes loss or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Employee; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that as may be required by applicable law or an regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the courtdisclosure does not exceed the extent of disclosure required by such law, agency regulation or proceeding to be disclosed; providedorder and, Employee shall provide the Company notice of any such required disclosure once Employee has knowledge of it and will help the Company at the Company’s expense to the extent reasonable permitted by law or legal process, Executive first notifies the Company to obtain an appropriate facilitate the Company seeking a protective order.. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, to the extent that such rules are applicable to the Company, or of any other whistleblower protection provisions of state or federal law or regulation which are applicable to the Company, or (ii) require notification or prior approval by the employer of any reporting described in clause (i) (c) Employee represents that Employee has not taken, used At no time during or knowingly permitted to be used any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within after the scope of the business of the Company, Term shall the Company Affiliates, or their partner companies or concerning any of its dealings subsidiaries, or affairs otherwise than any of their respective directors or executives, publicly make, release, utter or disseminate any false or disparaging statements regarding Executive, his work for the benefit of the Company or its subsidiaries or affiliates, or his family or personal affairs, except solely to the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used extent that any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation required by a duly authorized governmental entity or in connection with legal proceedingsapplicable law.

Confidentiality; Non-Disparagement. (ai) Except to the extent required by law, including SEC disclosure requirements, the Employee agrees The Subscriber acknowledges that the terms of this Release will be kept confidential by Employee, except that Employee may advise his or her family Memorandum and confidential advisors. (b) Employee will not at any time knowingly reveal to any person or entity any of the trade secrets or confidential other information of the Company or the Company Affiliates or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans, and proposals), and Employee shall keep secret all confidential matters relating to the Company (the “Confidential Information”) have been submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. In addition, Confidential Information includes non-public information regarding the Investment Manager, the Company, and any other investment vehicles whose investment adviser is the Investment Manager or an affiliate of the Investment Manager. The Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that it shall not trade in the securities of any issuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, without the prior written consent of the Company Affiliates and (which consent may be withheld at the discretion of the Company), the Subscriber shall not use (a) reproduce the Memorandum or attempt to use any such confidential information other Confidential Information, in any manner which injures whole or causes loss in part, or may reasonably be calculated to injure or cause loss whether directly or indirectly to the Company or the Company Affiliates. These restrictions contained in this sub-paragraph (b) disclose the Memorandum or any other Confidential Information to any person who is not an officer or employee of the Subscriber who is involved in its investments, or partner (general or limited) or affiliate of the Subscriber (it being understood and agreed that if the Subscriber is a pooled investment fund, it shall not apply to: only be permitted to disclose the Memorandum or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 13(h) and the Subscriber remains liable for any breach of this Section 13(h) by its investors), except to the extent (i) such information that at the time of disclosure is in the public domain through no fault (other than as a result of Employee; any action or omission of the Subscriber or any person to whom the Subscriber has disclosed such information) or (ii) such information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company or the Company Affiliate; or, (iv) information that may be is required by applicable law or an order of the court, agency or proceeding regulation to be disclosed; provided, Employee in which case the Subscriber shall provide first notify the Company notice of such requirement (unless such notification is prohibited by law) so that the Company may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 13(h), and if a protective order or other appropriate remedy is not obtained, or if the Company waives compliance with the terms of this Section 13(h), then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by counsel is legally required to be disclosed and shall use its commercially reasonable efforts to protect the confidentiality of such information disclosed, including by requesting that confidential treatment be accorded such information. The Subscriber further agrees to return the Memorandum and other Confidential Information upon the Company’s request therefor. The Subscriber acknowledges and agrees that monetary damages would not be sufficient remedy for any breach of this Section 13(h) by the Subscriber and that, in addition to any other remedies available to the Company in respect of any such required disclosure once Employee has knowledge of it and will help breach, the Company at the Company’s expense shall be entitled to the extent reasonable to obtain an appropriate protective orderspecific performance and injunctive or other equitable relief as a remedy for any such breach. (cii) Employee represents that Employee has not taken, used or knowingly permitted to be used Neither the Subscriber nor any notes, memorandum, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials of any nature relating to any matter within the scope representative of the business of Subscriber shall disparage the Company, the Company AffiliatesInvestment Manager, or their partner companies any Willow Tree Party, whether or concerning any of its dealings or affairs otherwise than for the benefit of the Company or the Company Affiliates. Employee shall not, after his or her termination of employment, use or knowingly permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation, or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of not this Subscription Agreement is accepted by the Company, the Company Affiliate or client of the same, as the case may be, and that immediately upon the effectiveness of Employee’s resignation from employment, Employee shall deliver all of the foregoing, and all copies thereof, to the Company at its main office. (d) In accordance with normal ethical and professional standards, the Company and Employee agree that they shall not in any way engage in any conduct or make any statement that would defame or disparage the other, or make to, or solicit for, the media or others, any comments, statements (whether written or oral), and the like that may be considered to be derogatory or detrimental to the good name or business reputation of either party. It is understood and agreed that the Company’s obligation under this paragraph extends only to the conduct of the Company’s senior officers. The only exception to the foregoing shall be in those circumstances in which Employee or the Company is obligated to provide information in response to an investigation by a duly authorized governmental entity or in connection with legal proceedings.