Common use of Confidentiality & Proprietary Information Clause in Contracts

Confidentiality & Proprietary Information. 2.1. Employee acknowledges and agrees that Employee will have access to confidential and proprietary information (whether originated by the Company or received from third parties) concerning the business and financial activities of the Company, including information relating to the Company's research and development, banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall be referred to as "Proprietary Information". 2.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith shall be the sole property of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's duties under the Agreement. 2.4. Upon termination of Employee's employment with the Company, Employee will promptly deliver to the Company all documents and materials of any nature pertaining to Employee's work with the Company, and will not take with Employee any documents or materials or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Company. 2.6. Employee's undertakings set forth in this Section 2 shall remain in full force and effect after termination of this Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee.

Confidentiality & Proprietary Information. 2.1. Employee (a) Citigroup agrees to treat all records and other information related to the Companies as proprietary information of the applicable Company and, on behalf of itself and its employees, to keep confidential all such information, except that Citigroup may: (i) prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC; (ii) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (iii) release such other information as approved by the Company, which approval shall not be unreasonably withheld and may not be withheld where Citigroup is advised by counsel that it may be exposed to civil or criminal contempt proceedings for failure to release the information (provided, however, that Citigroup shall seek the approval of the Company as promptly as possible so as to enable the Company to pursue such legal or other action as it may desire to prevent the release of such information) or when so requested by the Company. (b) Each Company acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and agrees that Employee will have access to confidential documentation manuals maintained by Citigroup on databases under the control and ownership of Citigroup or a third party constitute copyrighted, trade secret, or other proprietary information (whether originated by the Company or received from third parties) concerning the business and financial activities of the Companycollectively, including information relating to the Company's research and development, banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall be referred to as "Proprietary Information". 2.2) of substantial value to Citigroup or the third party. Each Company agrees to treat all Proprietary Information shall be deemed as proprietary to include any Citigroup and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee further agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith it shall be the sole property of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose divulge any Proprietary Information to any person or anything relating to it without the written consent of the Company, organization except as may be necessary in the ordinary course of performing Employee's duties provided under the this Agreement. 2.4. Upon termination (c) Citigroup acknowledges that the Shareholder list and all information related to Shareholders furnished to Forum by the applicable Company or by a Shareholder in connection with this Agreement (collectively, "Customer Data") constitute proprietary information of Employee's employment with substantial value to the Company, Employee will promptly deliver . In no event shall Proprietary Information be deemed Customer Data. Citigroup agrees to treat all Customer Data as proprietary to the Company all documents and materials of further agrees that it shall not divulge any nature pertaining Customer Data to Employee's work with the Company, and will not take with Employee any documents person or materials organization except as may be provided under this Agreement or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of as may be directed by the Company. 2.6. Employee's undertakings set forth in this Section 2 shall remain in full force and effect after termination of this Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee.

Confidentiality & Proprietary Information. 2.1. Employee Executive acknowledges and agrees that Employee Executive will have access to confidential and proprietary information (whether originated by the Company or received from third parties) concerning the business and financial activities of the Company, including information relating to the Company's ’s research and development, banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall be referred to as "“Proprietary Information"”. 2.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding information that the Executive is able to show, through clear and convincing evidence, (i) was known to Employee Executive prior to Employee's Executive’s association with the Company and can be so provenCompany; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the EmployeeExecutive; (iii) reflects general skills and experience gained during Employee's Executive’s engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee Executive agrees that all Proprietary Information, Information and all patents, trademarks, copyrights and other intellectual property and all ownership rights in connection therewith therewith, shall be the sole property of the Company and its assigns. At all times, both during Employee's Executive’s engagement by the Company and after Employee's Executive’s termination, Employee Executive will keep in confidence and trust all Proprietary Information, and the Employee Executive will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's Executive’s duties under the Agreement. 2.4. Upon termination of Employee's Executive’s employment with the Company, Employee Executive will promptly deliver to the Company all documents and materials of any nature pertaining to Employee's Executive’s work with the Company, and will not take with Employee Executive any documents or materials or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's Executive’s employment with the Company and thereafter, Employee Executive will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's Executive’s salary, social and other benefits, terms regarding Options and any other related information (the "“Employment Terms"”). Employee Executive will not disclose or discuss any of the Employee's Executive’s Employment Terms or anything relating to it, except with the Employee's Executive’s legal counsel, without the written consent of the Company. 2.6. Employee's Executive’s undertakings set forth in this Section 2 shall remain in full force and effect after termination of this Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge domain, if ever, except as a result of the breach of the Agreement or this Exhibit by the EmployeeExecutive.

Confidentiality & Proprietary Information. 2.1. Employee (a) Citigroup agrees to treat all records and other information related to the Companies as proprietary information of the applicable Company and, on behalf of itself and its employees, to keep confidential all such information, except that Citigroup may: (i) prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC; (ii) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (iii) release such other information as approved by the Company, which approval shall not be unreasonably withheld and may not be withheld where Citigroup is advised by counsel that it may be exposed to civil or criminal contempt proceedings for failure to release the information (provided, however, that Citigroup shall seek the approval of the Company as promptly as possible so as to enable the Company to pursue such legal or other action as it may desire to prevent the release of such information) or when so requested by the Company. (b) Each Company acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and agrees that Employee will have access to confidential documentation manuals maintained by Citigroup on databases under the control and ownership of Citigroup or a third party constitute copyrighted, trade secret, or other proprietary information (whether originated by the Company or received from third parties) concerning the business and financial activities of the Companycollectively, including information relating to the Company's research and development, banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall be referred to as "Proprietary Information". 2.2) of substantial value to Citigroup or the third party. Each Company agrees to treat all Proprietary Information shall be deemed as proprietary to include any Citigroup and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee further agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith it shall be the sole property of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose divulge any Proprietary Information to any person or anything relating to it without the written consent of the Company, organization except as may be necessary provided under this Agreement. (c) Citigroup acknowledges that the Shareholder list and all information related to Shareholders furnished to Forum by the applicable Company or by a Shareholder in connection with this Agreement (collectively, "Customer Data") constitute proprietary information of substantial value to the Company. In no event shall Proprietary Information be deemed Customer Data. Citigroup agrees to treat all Customer Data as proprietary to a Company and further agrees that it shall not divulge any Customer Data to any person or organization except as may be provided under this Agreement, as may be permitted by law in the ordinary course of performing Employee's duties under the Agreement. 2.4. Upon termination of Employee's employment with the Companybusiness, Employee will promptly deliver to as may be directed by the Company all documents and materials of any nature pertaining to Employeeor as otherwise required under Citigroup's work with the Company, and will not take with Employee any documents or materials or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information Anti-Money Laundering Program (the "Employment TermsCitigroup AML Program"). Employee will not disclose or discuss any of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Company. 2.6. Employee's undertakings set forth in this Section 2 shall remain in full force and effect after termination of this Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee.

Confidentiality & Proprietary Information. 2.1a. Employee acknowledges and understands that this Agreement will be publicly filed in accordance with applicable law. b. Employee acknowledges that, as a result of his employment with the Company, he has had access to and knowledge of confidential information of the Company, including, but not limited to, the identity of the Company's customers, the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information, and other trade secrets (the "Confidential Information"). Employee acknowledges and agrees that Employee will have access the direct and indirect disclosure of any such Confidential Information to confidential and proprietary information (whether originated by existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or received from third parties) concerning the business and financial activities of the Companyotherwise, including information relating to the Company's research and developmentbusiness. Accordingly, bankingEmployee agrees that at all times hereafter, investmentsEmployee shall not, investorsdirectly or indirectly, propertiesmake known, employeesdisclose, marketing plansfurnish, customersmake available or utilize any of the Confidential Information unless he receives Company’s express written consent, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall unless it is required to be referred to as "Proprietary Information". 2.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by a court order, subpoena or on behalf of the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3other government process. Employee agrees that all Proprietary Informationthat, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith shall be the sole property as of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose any Proprietary Information or anything relating to it without the written consent end of the Companybusiness day on the Separation Date, except as may be necessary in the ordinary course of performing Employee's duties under the Agreement. 2.4. Upon termination of Employee's employment with the Company, Employee he will promptly deliver return to the Company all documents Confidential Information, including all photocopies, extracts and materials of any nature pertaining to Employee's work with the Companysummaries thereof, and will not take with Employee any documents such information stored electronically on tapes, computer disks or materials or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Companymanner. 2.6. Employee's undertakings set forth in this Section 2 shall remain in full force and effect after termination of this Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee.

Confidentiality & Proprietary Information. 2.1. Employee acknowledges and Executive agrees that Employee during the course of his employment with Employer, he will have access to confidential and learn trade secrets and other non-public, confidential, and/or proprietary information (whether originated by the Company or received from third parties) concerning the business (including but not limited to its employees, services, practices or policies) of Employer and financial activities its affiliates (collectively, “Confidential Information”). Executive promises never to make use of, disclose, or divulge any Confidential Information, directly or indirectly, except to the extent such use or disclosure is (i) necessary to the performance of the Companythis Agreement and in furtherance of Employer’s best interests, including (ii) lawfully and publicly obtainable from other sources through no fault or breach of Executive, or (iii) authorized in writing by Employer. All records, files, documents, drawings, specifications, software, computerized data and information on any medium, equipment, and similar items or materials containing Confidential Information or otherwise relating to the Company's research and developmentbusiness of Employer or its affiliates, bankingincluding without limitation all records relating to customers (collectively, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned“Employer Materials”). Such information, whether documentary, written, oral prepared by Executive or computer generatedotherwise coming into Executive’s possession, shall be referred to as "Proprietary Information". 2.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of remain the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith shall be the sole exclusive property of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use Employer or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's duties under the Agreement. 2.4such affiliates. Upon termination of Employee's employment with the Companyemployment, Employee will Executive agrees to promptly deliver to Employer all Employer Materials in the Company all documents and materials possession or under the control of any nature pertaining to Employee's work with the Company, and will not take with Employee any documents or materials or copies thereof containing any Proprietary Information. 2.5Executive. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any The provisions of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Company. 2.6. Employee's undertakings set forth in this Section 2 6.4 shall remain in full force and effect after survive the expiration, suspension or termination of this Agreement for any reason. Executive promises that if he ever becomes legally compelled (for example, by court order or subpoena) to disclose any renewal thereof until the Proprietary Confidential Information becomes part or Employer Materials, he will notify Employer as soon as possible after learning of the public knowledge except as requested disclosure and, prior to disclosing any such information or materials, cooperate fully with Employer in its pursuit of a result protective order or other lawful efforts to resist disclosure. Notwithstanding the foregoing, Confidential Information shall not include (a) the identity and contact information of Executive’s contacts, including those existing prior to commencement of his employment with Employer or developed during his employment, or (b) information already known by Executive prior to his employment with Employer other than through disclosure to him during the breach negotiation of this Agreement and the Agreement or this Exhibit by the EmployeeLLC Agreement.

Confidentiality & Proprietary Information. 2.1. Employee acknowledges and Executive agrees that Employee during the course of his employment with Employer, he will have access to confidential and learn trade secrets and other non-public, confidential, and/or proprietary information (whether originated by the Company or received from third parties) concerning the business (including but not limited to its employees, services, practices or policies) of Employer and financial activities its affiliates (collectively, “Confidential Information”). Executive promises never to make use of, disclose, or divulge any Confidential Information, directly or indirectly, except to the extent such use or disclosure is (i) necessary to the performance of the Companythis Agreement and in furtherance of Employer's best interests, including (ii) lawfully and publicly obtainable from other sources through no fault or breach of Executive, or (iii) authorized in writing by Employer. All records, files, documents, drawings, specifications, software, computerized data and information on any medium, equipment, and similar items or materials containing Confidential Information or otherwise relating to the Company's research and developmentbusiness of Employer or its affiliates, bankingincluding without limitation all records relating to customers (collectively, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned“Employer Materials”). Such information, whether documentary, written, oral prepared by Executive or computer generatedotherwise coming into Executive's possession, shall be referred to as "Proprietary Information". 2.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of remain the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith shall be the sole exclusive property of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use Employer or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's duties under the Agreement. 2.4such affiliates. Upon termination of Employee's employment with the Companyemployment, Employee will Executive agrees to promptly deliver to Employer all Employer Materials in the Company all documents and materials possession or under the control of any nature pertaining to Employee's work with the Company, and will not take with Employee any documents or materials or copies thereof containing any Proprietary Information. 2.5Executive. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any The provisions of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Company. 2.6. Employee's undertakings set forth in this Section 2 6.4 shall remain in full force and effect after survive the expiration, suspension or termination of this Agreement for any reason. Executive promises that if he ever becomes legally compelled (for example, by court order or subpoena) to disclose any renewal thereof until the Proprietary Confidential Information becomes part or Employer Materials, he will notify Employer as soon as possible after learning of the public knowledge except as requested disclosure and, prior to disclosing any such information or materials, cooperate fully with the Company in its pursuit of a result protective order or other lawful efforts to resist disclosure. Notwithstanding the foregoing, Confidential Information shall not include (a) the identity and contact information of Executive's contacts, including those existing prior to commencement of his employment with Employer or developed during his employment, or (b) information already known by Executive prior to his employment with Employer other than through disclosure to him during the breach negotiation of this Agreement and the Agreement or this Exhibit by the EmployeeLLC Agreement.

Confidentiality & Proprietary Information. 2.1The Executive represents and warrants that he will keep the terms and conditions of this Agreement strictly confidential and will not disclose it nor provide a copy of it or any part thereof to any third party unless and to the extent required by applicable law. 4.1.1. Employee The Executive acknowledges and agrees that Employee he will have access to confidential and proprietary information (whether originated by the Company or received from third parties) concerning the business and financial activities of the Company, including its parent company(ies) and their affiliates (together, and solely for the purpose of Sections 4, 5 and 6, the “Company”) and information relating to and technology regarding the Company's ’s products, services, research and developmentdevelopment including without limitation, the Company’s banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test resultsinventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and test results, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall be deemed to be and referred to as "“Proprietary Information"”. 2.24.1.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of the Company and irrespective of form but excluding exclude information that (i) was known to Employee the Executive prior to Employee's his association with the Company and can be so proven; (ii) is or shall have have become a part of the public knowledge except as a result of the a breach of the this Agreement or this Exhibit by the EmployeeExecutive; (iii) shall have been received by the Executive from a third party having no obligation to the Company; (iv) reflects general skills and experience gained during Employee's the Executive’s engagement by the Company; or (ivv) reflects information and data generally known in within the industries or trades in which the Company operatestransacts business. 2.34.1.3. Employee The Executive agrees and declares that all Proprietary Information, and patents, trademarks, copyrights patents and other intellectual property and ownership rights in connection therewith shall be the sole property of the Company and its assigns. At all times, both during Employee's his engagement by the Company and after Employee's termination, Employee the Executive will keep in confidence and trust all Proprietary Information, and the Employee Executive will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in for the ordinary course of performing Employee's the Executive’s duties under hereunder and in the Agreement. 2.4. Upon termination of Employee's employment with the Company, Employee will promptly deliver to the Company all documents and materials of any nature pertaining to Employee's work with the Company, and will not take with Employee any documents or materials or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent best interests of the Company. 2.64.1.4. Employee's The Executive recognizes that the Company received and will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Such information shall be deemed “Proprietary Information” for all purposes hereunder, and shall, without limitation of the foregoing, be returned to the Company upon termination of the Executive’s employment with the Company. 4.1.5. The Executive’s undertakings set forth in this Section 2 4 shall remain in full force and effect after termination of this Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employeethereof.

Confidentiality & Proprietary Information. 2.1. Employee acknowledges and Executive agrees that Employee during the course of his employment with Employer, he will have access to confidential and learn trade secrets and other non-public, confidential, and/or proprietary information (whether originated by the Company or received from third parties) concerning the business (including but not limited to its employees, services, practices or policies) of Employer and financial activities its affiliates (collectively, “Confidential Information”). Executive promises never to make use of, disclose, or divulge any Confidential Information, directly or indirectly, except to the extent such use or disclosure is (i) necessary to the performance of the Companythis Agreement and in furtherance of Employer’s best interests, including (ii) lawfully and publicly obtainable from other sources through no fault or breach of Executive, or (iii) authorized in writing by Employer. All records, files, documents, drawings, specifications, software, computerized data and information on any medium, equipment, and similar items or materials containing Confidential Information or otherwise relating to the Company's research and developmentbusiness of Employer or its affiliates, bankingincluding without limitation all records relating to customers (collectively, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned“Employer Materials”). Such information, whether documentary, written, oral prepared by Executive or computer generatedotherwise coming into Executive’s possession, shall be referred to as "Proprietary Information". 2.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or on behalf of remain the Company and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects general skills and experience gained during Employee's engagement by the Company; or (iv) reflects information and data generally known in the industries or trades in which the Company operates. 2.3. Employee agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith shall be the sole exclusive property of the Company and its assigns. At all times, both during Employee's engagement by the Company and after Employee's termination, Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use Employer or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's duties under the Agreement. 2.4such affiliates. Upon termination of Employee's employment with the Companyemployment, Employee will Executive agrees to promptly deliver to Employer all Employer Materials in the Company all documents and materials possession or under the control of any nature pertaining to Employee's work with the Company, and will not take with Employee any documents or materials or copies thereof containing any Proprietary Information. 2.5Executive. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any The provisions of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Company. 2.6. Employee's undertakings set forth in this Section 2 6.4 shall remain in full force and effect after survive the expiration, suspension or termination of this Agreement for any reason. Executive promises that if he ever becomes legally compelled (for example, by court order or subpoena) to disclose any renewal thereof until the Proprietary Confidential Information becomes part or Employer Materials, he will notify Employer as soon as possible after learning of the public knowledge except as requested disclosure and, prior to disclosing any such information or materials, cooperate fully with Employer in its pursuit of a result protective order or other lawful efforts to resist disclosure. Notwithstanding the foregoing, Confidential Information shall not include (a) the identity and contact information of the breach Executive’s contacts, including those existing prior to commencement of the Agreement his employment with Employer or this Exhibit developed during his employment, or (b) information already known by the EmployeeExecutive prior to his employment with Employer or its affiliates.

Confidentiality & Proprietary Information. 2.1. Employee 2.1 Consultant acknowledges and agrees that Employee Consultant had and will have access to confidential and proprietary information (whether originated by the Company or received from third parties) concerning the business and financial activities of the CompanyGroup, including information relating to the Company's Group’s research and development, banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data, know-how, improvements, inventions, techniques and products (actual or planned), and any confidential information received by the Group from third parties. Such information, whether documentary, written, oral or computer generated, shall be referred to as "“Proprietary Information"”. 2.2. 2.2 Proprietary Information shall be deemed to include any and all proprietary information relating to the Group’s business, financial condition or activities, which is disclosed by or on behalf of the Company Group and irrespective of form but excluding information that (i) was known to Employee prior to Employee's association with the Company and can be so proven; (ii) is or shall become part of the public knowledge (including without limitation the industries or trades in which the Group operates) except as a result of the breach of the Agreement or this Exhibit by the Employee; (iii) reflects Consultant. For the removal of doubt, general skills and experience gained during Employee's the Consultant’s engagement by the Company; Group shall not be considered Proprietary Information hereunder. 2.3 Consultant recognizes that the Group received and will receive confidential or (iv) reflects proprietary information from third parties, subject to a duty on the Group’s part to maintain the confidentiality of such information and data generally known in the industries or trades in which the Company operatesto use it only for certain limited purposes. In connection with such duties, such information shall be deemed Proprietary Information hereunder, mutatis mutandis. 2.3. Employee 2.4 Consultant agrees that all Proprietary Information, and patents, trademarks, copyrights and other intellectual property and ownership rights in connection therewith and applications therefor shall be the sole property of the Company Group and its assigns. At all times, both during Employee's Consultant’s engagement by the Company Group and after Employee's Consultant’s termination, Employee Consultant will keep in confidence and trust all Proprietary Information, and the Employee Consultant will not use or disclose any Proprietary Information or anything relating to it without the written consent of the CompanyGroup, except as may be necessary in the ordinary course of performing Employee's Consultant’s duties under the Agreement. 2.4. 2.5 Upon termination of Employee's employment Consultant’s engagement with the CompanyGroup, Employee Consultant will promptly deliver to the Company Group all documents and materials of any nature pertaining to Employee's Consultant’s work with the CompanyGroup, and will not take with Employee Consultant any documents or materials or copies thereof containing any Proprietary Information. 2.5. At all times, both during Employee's employment with the Company and thereafter, Employee will keep in confidence and trust all information in connection with his employment terms with the Company, including, without limitation, the Employee's salary, social and other benefits, terms regarding Options and any other related information (the "Employment Terms"). Employee will not disclose or discuss any of the Employee's Employment Terms or anything relating to it, except with the Employee's legal counsel, without the written consent of the Company. 2.6. Employee's 2.6 Consultant’s undertakings set forth in this Section 2 shall remain in full force and effect after termination of this the Agreement or any renewal thereof until the Proprietary Information becomes part of the public knowledge except as a result of the breach of the Agreement or this Exhibit by the Employeethereof.