Common use of CONFIDENTIALITY; PROPRIETARY RIGHTS Clause in Contracts

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder on behalf of the Company (for purposes of this SECTION 7 including all predecessors and successors of the Company) and its affiliates, Executive has had and from time to time will have access to Confidential Information (as defined below). Executive agrees (a) to hold the Confidential Information in strict confidence, (b) not to disclose the Confidential Information to any person (other than in the ordinary course of the regular business of the Company or its affiliates), and (c) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Parent, the Company and their affiliates. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to Executive by the Parent or the Company or are produced by Executive in connection with Executive's employment will be and remain the sole property of the Parent or the Company, as applicable. Upon the termination of the Employment Period for any reason and as and when otherwise requested by the Company, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in Executive's possession or control, shall be immediately returned to the Company. (b) Executive hereby confirms that Executive is not bound by the terms of any agreement with any previous employer or other party that restricts in any way Executive's use or disclosure of information or Executive's engagement in any business. Executive represents to the Company that Executive's execution of this Agreement, Executive's employment with the Company and the performance of Executive's proposed duties for the Company will not violate any obligations Executive may have to any such previous employer or other party. In Executive's work for the Company, Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. (c) During and after the Employment Period, Executive shall reasonably cooperate with the Parent and the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Parent or the Company or any of their respective affiliates that relate to events or occurrences that transpired while Executive was employed by the Company. Executive's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Parent or the Company or any of their respective affiliates at mutually convenient times. During and after the Employment Period, Executive also shall reasonably cooperate with the Parent and the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company. The Company shall pay Executive reasonable compensation for the time spent in the cooperation sought under this SECTION 7(c) and reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive's performance of obligations pursuant to this SECTION 7(c). (d) Executive recognizes that the Parent, the Company and their respective affiliates possess a proprietary interest in all of the information described in SECTION 7(a) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company and Executive in writing. Executive expressly agrees that any products, inventions, or discoveries made by Executive or Executive's agents or affiliates in the course of Executive's employment, including any of the foregoing which is based on or arises out of the information described in SECTION 7(a), shall be the property of and inure to the exclusive benefit of the Company. Executive further agrees that any and all products, inventions, or discoveries developed by Executive (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Parent, the Company or any of their respective affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (e) During the Employment Period, Executive will offer or otherwise make known or available to it, as directed by the Board of Directors and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive in the Company's general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. (f) Executive acknowledges that the provisions of this SECTION 7 and SECTION 8 are an integral part of Executive's employment arrangements with the Company. (g) For purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" shall mean: information belonging to the Parent, the Company or any of their subsidiaries which is of value to the Parent, the Company or any of their subsidiaries or with respect to which the Parent or the Company has right in the course of conducting its respective business and the disclosure of which could result in a competitive or other disadvantage to the Parent or the Company. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Parent, the Company or any of their subsidiaries. Confidential Information includes information developed by Executive in the course of Executive's employment by the Company, as well as other information to which Executive may have access in connection with Executive's employment. Confidential Information also includes the confidential information of others with which the Parent, the Company or any of their subsidiaries has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of Executive's duties under SECTION 7(a).

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) a. In the course of performing services hereunder on behalf of the Parent, the Company (for purposes of this SECTION 7 including all predecessors and successors of each of the Parent and the Company) and its affiliatesand their affiliates (the Parent and its subsidiaries collectively, the “Employer Parties”), the Executive has had and from time to time will have access to Confidential Information (as defined below). The Executive agrees (a) to hold the Confidential Information in strict confidence, (b) not to disclose the Confidential Information to any person (other than in the ordinary course of the regular business of the Company or its affiliatesEmployer Parties), and (c) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Parent, the Company and their affiliatesEmployer Parties. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Executive by the Parent or the Company any Employer Party or are produced by the Executive in connection with the Executive's ’s employment will be and remain the sole property of the Parent or the Company, as applicableapplicable Employer Party. Upon the termination of the Employment Period for any reason and as and when otherwise requested by the Companyany Employer Party, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Executive's ’s possession or control, control shall be immediately returned to the Company. (b) b. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party that restricts in any way the Executive's use or disclosure of information or Executive's ’s engagement in any business. The Executive represents to the Company that the Executive's ’s execution of this Agreement, the Executive's ’s employment with the Company and the performance of the Executive's ’s proposed duties for the Company Employer Parties will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's ’s work for the CompanyEmployer Parties, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company Employer Parties any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. The Executive represents and warrants that he is not a party to any consulting or advisory agreement with any third party (including a previous employer) that would interfere with the Executive’s performance of his obligations and duties hereunder and the Executive shall advise and update the Chief Executive Officer (including providing copies of notices, agreements and other relevant documentation) from time to time and as requested by the Chief Executive Officer of any matters or developments relating to his relationship with any previous employer. (c) c. During and after the Employment Period, the Executive shall reasonably cooperate with the Parent and the Company Employer Parties in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Parent or the Company any Employer Party or any of their respective affiliates that relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive's ’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Parent or the Company Employer Parties or any of their respective affiliates at mutually convenient times. During and after the Employment Period, the Executive also shall reasonably cooperate with the Parent and the Company Employer Parties in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall pay Executive reasonable compensation for reimburse the time spent in the cooperation sought under this SECTION 7(c) and reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this SECTION 7(c)Section 7.c, and in the event the Executive’s performance of obligations under this Section 7.c requires more than 20 hours of the Executive’s time, the Company will pay the Executive an hourly rate of $250 per hour for his time, beginning only as of such 21st hour. (d) d. The Executive recognizes that the Parent, the Company Employer Parties and their respective affiliates possess a proprietary interest in all of the information described in SECTION 7(a) Section 7.a and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Executive, except as otherwise agreed between the Company and the Executive in writing. The Executive expressly agrees that any products, inventions, inventions or discoveries made by the Executive or the Executive's ’s agents or affiliates in the course of the Executive's ’s employment, including any of the foregoing which that is based on or arises out of the information described in SECTION 7(a)Section 7.a, shall be the property of and inure to the exclusive benefit of the Company. The Executive further agrees that any and all products, inventions, or discoveries developed by the Executive (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Parent, the Company Employer Parties or any of their respective affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (e) e. During the Employment Period, the Executive will offer or otherwise make known or available to itthe Company, as directed by the Chief Executive Officer or Board of Directors and without additional compensation or consideration, any business prospects, contracts or other business opportunities that the Executive may discover, find, develop or otherwise have available to the Executive in the Company's ’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the CompanyCompany (or other appropriate Employer Party, as applicable). (f) f. The Executive acknowledges that the provisions of this SECTION Section 7 and SECTION the following Section 8 are an integral part of the Executive's ’s employment arrangements with the Company. (g) g. For purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean: information belonging to the Parent, the Company or any of their subsidiaries which Employer Party that is of value to the Parent, the Company or any of their subsidiaries Employer Party or with respect to which the Parent or the Company any Employer Party has right rights in the course of conducting its respective business and the disclosure of which could result in a competitive or other disadvantage to the Parent or the Companyany Employer Party. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts charts, processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which that have been discussed or considered by the management of the Parent, the Company or any of their subsidiariesEmployer Party. Confidential Information includes information developed by the Executive in the course of the Executive's ’s employment by the Company, as well as other information to which the Executive may have access in connection with the Executive's ’s employment. Confidential Information also includes the confidential information of others with which the Parent, the Company or any of their subsidiaries Employer Party has a business relationshipbinding confidentiality agreement. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's ’s duties under SECTION 7(a)Section 7.a.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) a. In the course of performing services hereunder on behalf of the Parent, the Company (for purposes of this SECTION 7 including all predecessors and successors of each of the Parent and the Company) and its affiliatesand their affiliates (the Parent and its subsidiaries collectively, the “Employer Parties”), the Executive has had and from time to time will have access to Confidential Information (as defined below). The Executive agrees (a) to hold the Confidential Information in strict confidence, (b) not to disclose the Confidential Information to any person (other than in the ordinary course of the regular business of the Company or its affiliatesEmployer Parties), and (c) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Parent, the Company and their affiliatesEmployer Parties. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Executive by the Parent or the Company any Employer Party or are produced by the Executive in connection with the Executive's ’s employment will be and remain the sole property of the Parent or the Company, as applicableapplicable Employer Party. Upon the termination of the Employment Period for any reason and as and when otherwise requested by the Companyany Employer Party, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Executive's ’s possession or control, control shall be immediately returned to the Company. b. Except as provided in the Employment Agreement dated January 1, 2005 between the Executive and SavaSeniorCare LLC and the consulting agreement appended thereto (b) the “Sava Agreement”), the Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party that restricts in any way the Executive's ’s use or disclosure of information or the Executive's ’s engagement in any business. The Executive represents to the Company that the Executive's ’s execution of this Agreement, the Executive's ’s employment with the Company and the performance of the Executive's ’s proposed duties for the Company Employer Parties will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's ’s work for the CompanyEmployer Parties, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company Employer Parties any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. The Executive represents and warrants that he is not a party to any consulting or advisory agreement with any third party (including a previous employer) that would materially interfere with the Executive’s performance of his obligations and duties hereunder and the Executive shall advise and update the Board (including providing copies of notices, agreements and other relevant documentation) from time to time and as requested by the Board of any matters or developments relating to his relationship with any previous employer. (c) c. During and after the Employment Period, the Executive shall reasonably cooperate with the Parent and the Company Employer Parties in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Parent or the Company any Employer Party or any of their respective affiliates that relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive's ’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Parent or the Company Employer Parties or any of their respective affiliates at mutually convenient times. During and after the Employment Period, the Executive also shall reasonably cooperate with the Parent and the Company Employer Parties in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall pay Executive reasonable compensation for reimburse the time spent in the cooperation sought under this SECTION 7(c) and reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this SECTION 7(c)Section 7.c, and in the event the Executive’s performance of obligations under this Section 7.c requires more than 20 hours of the Executive’s time, the Company will pay the Executive an hourly rate of $450 per hour for his time, beginning only as of such 21st hour. (d) d. The Executive recognizes that the Parent, the Company Employer Parties and their respective affiliates possess a proprietary interest in all of the information described in SECTION 7(a) Section 7.a and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Executive, except as otherwise agreed between the Company and the Executive in writing. The Executive expressly agrees that any products, inventions, or discoveries made by the Executive or the Executive's ’s agents or affiliates in the course of the Executive's ’s employment, including any of the foregoing which that is based on or arises out of the information described in SECTION 7(a)Section 7.a, shall be the property of and inure to the exclusive benefit of the Company. The Executive further agrees that any and all products, inventions, or discoveries developed by the Executive (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Parent, the Company Employer Parties or any of their respective affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (e) e. During the Employment Period, the Executive will offer or otherwise make known or available to itthe Company, as directed by the Board of Directors and without additional compensation or consideration, any business prospects, contracts or other business opportunities that the Executive may discover, find, develop or otherwise have available to the Executive in the Company's ’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the CompanyCompany (or other appropriate Employer Party, as applicable). (f) f. The Executive acknowledges that the provisions of this SECTION Section 7 and SECTION the following Section 8 are an integral part of the Executive's ’s employment arrangements with the Company. (g) g. For purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean: information belonging to the Parent, the Company or any of their subsidiaries which Employer Party that is of value to the Parent, the Company or any of their subsidiaries Employer Party or with respect to which the Parent or the Company any Employer Party has right rights in the course of conducting its respective business and the disclosure of which could result in a competitive or other disadvantage to the Parent or the Companyany Employer Party. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts charts, processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which that have been discussed or considered by the management of the Parent, the Company or any of their subsidiariesEmployer Party. Confidential Information includes information developed by the Executive in the course of the Executive's ’s employment by the Company, as well as other information to which the Executive may have access in connection with the Executive's ’s employment. Confidential Information also includes the confidential information of others with which the Parent, the Company or any of their subsidiaries Employer Party has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's ’s duties under SECTION 7(a)Section 7.a.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder on behalf of the Company (for purposes of this SECTION 7 6 including all predecessors and successors of the Company) and its affiliates, Executive Consultant has had and from time to time will have access to Confidential Information (as defined below). Executive Consultant agrees (a) to hold the Confidential Information in strict confidence, (b) not to disclose the Confidential Information to any person (other than in the ordinary course of the regular business of the Company or its affiliates), and (c) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Parent, the Company and their its affiliates. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to Executive Consultant by the Parent or the Company or are produced by Executive Consultant in connection with ExecutiveConsultant's employment engagement will be and remain the sole property of the Parent Company. On or prior to the Company, as applicable. Upon the termination of the Employment Period for any reason and Termination Date or as and when otherwise requested by the Company, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in ExecutiveConsultant's possession or control, shall be immediately returned to the Company. (b) Executive Consultant hereby confirms that Executive Consultant is not bound by the terms of any agreement with any previous employer or other party that restricts in any way ExecutiveConsultant's use or disclosure of information or ExecutiveConsultant's engagement in any business. Executive Consultant represents to the Company that ExecutiveConsultant's execution of this Agreement, ExecutiveConsultant's employment engagement with the Company and the performance of ExecutiveConsultant's proposed duties for the Company will not violate any obligations Executive Consultant may have to any such previous employer or other party. In ExecutiveConsultant's work for the Company, Executive Consultant will not disclose or nor make use of any information in violation of any agreements with or rights of any such previous employer or other party, and Executive Consultant will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment engagement or other party without the permission of the appropriate party. (c) During and after the Employment Engagement Period, Executive Consultant shall reasonably cooperate with the Parent and the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Parent or the Company or any of their respective its affiliates that relate to events or occurrences that transpired while Executive Consultant was employed engaged by the Company. ExecutiveConsultant's reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Parent or the Company or any of their respective its affiliates at mutually convenient times. During and after the Employment Engagement Period, Executive Consultant also shall reasonably cooperate with the Parent and the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Consultant was employed engaged by the Company. The Company shall pay Executive reasonable compensation for the time spent in the cooperation sought under this SECTION 7(c) and reimburse Executive Consultant for any reasonable out-of-pocket expenses incurred in connection with ExecutiveConsultant's performance of obligations pursuant to this SECTION 7(c6(c). In connection with the foregoing, at any time during the Engagement Period and during the Termination Period, Consultant shall provide such cooperation at the reasonable request of the Company, and Consultant shall not be entitled to any additional compensation or Fee other than as specifically set forth herein. In the event that, at any time following the Termination Period, the Company requires the aforementioned cooperation of Consultant, the Company and Consultant shall determine a mutually agreeable hourly rate (the "Hourly Rate") and the Company shall pay Consultant the Hourly Rate as consideration for such cooperation reasonably requested by the Company and provided by Consultant. (d) Executive Consultant recognizes that the Parent, the Company and their respective its affiliates possess a proprietary interest in all of the information described in SECTION 7(a6(a) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of ExecutiveConsultant, except as otherwise agreed between the Company and Executive Consultant in writing. Executive Consultant expressly agrees that any products, inventions, discoveries or discoveries improvements made by Executive Consultant or ExecutiveConsultant's agents or affiliates in the course of ExecutiveConsultant's employment, including any of the foregoing engagement which is based on or arises out of the information described in SECTION 7(a6(a), shall be the property of and inure to the exclusive benefit of the Company. Executive Consultant further agrees that any and all products, inventions, discoveries or discoveries improvements developed by Executive Consultant (whether or not able to be protected by copyright, patent or trademark) during the course of his employmentengagement, or and involving the use of the time, materials or other resources of the Parent, the Company or any of their respective its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and Executive Consultant shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (e) During the Employment Engagement Period, Executive Consultant will offer or otherwise make known or available to it, as directed by the Board of Directors and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive Consultant may discover, find, develop or otherwise have available to Executive Consultant in the Company's general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. (f) Executive Consultant acknowledges that the provisions of this SECTION 7 and SECTION 8 6 are an integral part of ExecutiveConsultant's employment arrangements with engagement by the Company. (g) For purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" shall mean: information belonging to the Parent, the Company or any of their its subsidiaries which is of value to the Parent, the Company or any of their its subsidiaries or with respect to which the Parent Company or the Company any of its subsidiaries has right in the course of conducting its respective business and the disclosure of which could result in a competitive or other disadvantage to the Parent Company or the Companyany of its subsidiaries. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Parent, the Company or any of their its subsidiaries. Confidential Information includes information developed by Executive Consultant in the course of ExecutiveConsultant's employment engagement by the Company, as well as other information to which Executive Consultant may have access in connection with ExecutiveConsultant's employmentengagement. Confidential Information also includes the confidential information of others with which the Parent, the Company or any of their its subsidiaries has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of ExecutiveConsultant's duties under SECTION 7(a6(a).

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) a. In the course of performing services hereunder on behalf of the Parent, the Company (for purposes of this SECTION 7 including all predecessors and successors of each of the Parent and the Company) and its affiliatesand their affiliates (the Parent and its subsidiaries collectively, the “Employer Parties”), the Executive has had and from time to time will have access to Confidential Information (as defined below). The Executive agrees (a) to hold the Confidential Information in strict confidence, (b) not to disclose the Confidential Information to any person (other than in the ordinary course of the regular business of the Company or its affiliatesEmployer Parties), and (c) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Parent, the Company and their affiliatesEmployer Parties. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Executive by the Parent or the Company any Employer Party or are produced by the Executive in connection with the Executive's ’s employment will be and remain the sole property of the Parent or the Company, as applicableapplicable Employer Party. Upon the termination of the Employment Period for any reason and as and when otherwise requested by the Companyany Employer Party, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Executive's ’s possession or control, control shall be immediately returned to the Company. (b) b. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party that restricts in any way the Executive's use or disclosure of information or Executive's ’s engagement in any business. The Executive represents to the Company that the Executive's ’s execution of this Agreement, the Executive's ’s employment with the Company and the performance of the Executive's ’s proposed duties for the Company Employer Parties will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive's ’s work for the CompanyEmployer Parties, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company Employer Parties any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. The Executive represents and warrants that he is not a party to any consulting or advisory agreement with any third party (including a previous employer) that would interfere with the Executive’s performance of his obligations and duties hereunder and the Executive shall advise and update the Chief Executive Officer (including providing copies of notices, agreements and other relevant documentation) from time to time and as requested by the Chief Executive Officer of any matters or developments relating to his relationship with any previous employer. (c) c. During and after the Employment Period, the Executive shall reasonably cooperate with the Parent and the Company Employer Parties in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Parent or the Company any Employer Party or any of their respective affiliates that relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive's ’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Parent or the Company Employer Parties or any of their respective affiliates at mutually convenient times. During and after the Employment Period, the Executive also shall reasonably cooperate with the Parent and the Company Employer Parties in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall pay Executive reasonable compensation for reimburse the time spent in the cooperation sought under this SECTION 7(c) and reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive's ’s performance of obligations pursuant to this SECTION 7(c)Section 7.c, and in the event the Executive’s performance of obligations under this Section 7.c requires more than 20 hours of the Executive’s time, the Company will pay the Executive a reasonable hourly rate beginning only as of such 21st hour. (d) d. The Executive recognizes that the Parent, the Company Employer Parties and their respective affiliates possess a proprietary interest in all of the information described in SECTION 7(a) Section 7.a and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Executive, except as otherwise agreed between the Company and the Executive in writing. The Executive expressly agrees that any products, inventions, inventions or discoveries made by the Executive or the Executive's ’s agents or affiliates in the course of the Executive's ’s employment, including any of the foregoing which that is based on or arises out of the information described in SECTION 7(a)Section 7.a, shall be the property of and inure to the exclusive benefit of the Company. The Executive further agrees that any and all products, inventions, or discoveries developed by the Executive (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Parent, the Company Employer Parties or any of their respective affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Executive shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (e) e. During the Employment Period, the Executive will offer or otherwise make known or available to itthe Company, as directed by the Chief Executive Officer or Board of Directors and without additional compensation or consideration, any business prospects, contracts or other business opportunities that the Executive may discover, find, develop or otherwise have available to the Executive in the Company's ’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the CompanyCompany (or other appropriate Employer Party, as applicable). (f) f. The Executive acknowledges that the provisions of this SECTION Section 7 and SECTION the following Section 8 are an integral part of the Executive's ’s employment arrangements with the Company. (g) g. For purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean: information belonging to the Parent, the Company or any of their subsidiaries which Employer Party that is of value to the Parent, the Company or any of their subsidiaries Employer Party or with respect to which the Parent or the Company any Employer Party has right rights in the course of conducting its respective business and the disclosure of which could result in a competitive or other disadvantage to the Parent or the Companyany Employer Party. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts charts, processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which that have been discussed or considered by the management of the Parent, the Company or any of their subsidiariesEmployer Party. Confidential Information includes information developed by the Executive in the course of the Executive's ’s employment by the Company, as well as other information to which the Executive may have access in connection with the Executive's ’s employment. Confidential Information also includes the confidential information of others with which the Parent, the Company or any of their subsidiaries Employer Party has a business relationshipbinding confidentiality agreement. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive's ’s duties under SECTION 7(a)Section 7.a.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder hereunder, on behalf of the Company (for purposes of this SECTION Section 7 including all predecessors and successors of the Company) and its affiliates, Executive Employee has had and from time to time will have access to Confidential Information (as defined below). Executive Employee agrees (a) to hold the Confidential Information in strict confidence, (b) not to disclose the Confidential Information to any person (other than in the ordinary course of the regular business of the Company or its affiliates), and (c) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Parent, the Company and their its affiliates. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to Executive Employee by the Parent or the Company or are produced by Executive Employee in connection with Executive's Employee’s employment will be and remain the sole property of the Parent or the Company, as applicable. Upon the termination of Employee’s employment with the Employment Period Company for any reason and as and when otherwise requested by the Company, all Confidential Information (including, without limitation, all inventions, data, memoranda, customer and supplier lists, price lists, reports, processes, designs, drawings, specifications, notes, software programs and other papers and items, and reproductions and electronic versions thereof relating to the foregoing matters) in Executive's Employee’s possession or control, shall be immediately returned to the Company. (b) Executive Employee hereby confirms that Executive Employee is not bound by the terms of any agreement with any previous employer or other party that restricts in any way Executive's Employee’s use or disclosure of information or Executive's Employee’s engagement in any businessbusiness of the Company. Executive Employee represents to the Company that Executive's Employee’s execution of this Agreement, Executive's Employee’s employment with the Company and the performance of Executive's Employee’s proposed duties for the Company will not violate any obligations Executive Employee may have to any such previous employer or other party. In Executive's Employee’s work for the Company, Executive Employee will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and Executive Employee will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. (c) During and after the Employment PeriodEmployee’s employment, Executive Employee shall reasonably cooperate fully with the Parent and the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Parent or the Company or any of their respective affiliates that relate to events or occurrences that transpired while Executive Employee was employed by the Company. Executive's reasonable Employee’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Parent or the Company or any of their respective affiliates at mutually convenient times. During and after the Employment PeriodEmployee’s employment, Executive Employee also shall reasonably cooperate fully with the Parent and the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive Employee was employed by the Company. The Company shall pay Executive reasonable compensation for the time spent in the cooperation sought under this SECTION 7(c) and reimburse Executive Employee for any reasonable out-of-pocket expenses incurred in connection with Executive's Employee’s performance of obligations pursuant to this SECTION Section 7(c). (d) Executive Employee recognizes that the Parent, the Company and their respective its affiliates possess a proprietary interest in all of the information described in SECTION Section 7(a) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of ExecutiveEmployee, except as otherwise agreed between the Company and Executive Employee in writing. Executive Employee expressly agrees that any products, inventions, discoveries or discoveries improvements made by Executive Employee or Executive's Employee’s agents or affiliates in the course of Executive's Employee’s employment, including any of the foregoing which is based on or arises out of the information described in SECTION Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. Executive Employee further agrees that any and all products, inventions, discoveries or discoveries improvements developed by Executive Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Parent, the Company or any of their respective its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and Executive Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (e) During Employee agrees, while he is employed by the Employment PeriodCompany, Executive will to offer or otherwise make known or available to it, as directed by the Board CEO of Directors the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive Employee may discover, find, develop or otherwise have available to Executive Employee in the Company's ’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. (f) Executive Employee agrees that it would be difficult to measure any damages caused to the Company that might result from any breach by Employee of the promises set forth in this Section 7 and Section 8 below, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, Employee agrees that if Employee breaches, or proposes to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. (g) Employee acknowledges that the provisions of this SECTION Section 7 and SECTION Section 8 below are an integral part of Executive's Employee’s employment arrangements with the Company. (gh) For purposes of this Agreement, the term "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean: information belonging to the Parent, the Company or any of their subsidiaries which is of value to the Parent, the Company or any of their subsidiaries or with respect to which the Parent or the Company has right in the course of conducting its respective business and the disclosure of which could result in a competitive or other disadvantage to the Parent or the Company. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports reports, strategies and forecasts, customer lists, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Parent, the Company or any of their subsidiariesCompany. Confidential Information includes information developed by Executive Employee in the course of Executive's Employee’s employment by the Company, as well as other information to which Executive Employee may have access in connection with Executive's Employee’s employment. Confidential Information also includes the confidential information of others with which the Parent, the Company or any of their subsidiaries has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of Executive's Employee’s duties under SECTION Section 7(a).