Common use of Confidentiality; Return of Property Clause in Contracts

Confidentiality; Return of Property. (a) Employee acknowledges that Employee’s work for the Company is expected to bring him into close contact with various confidential business data of the Company, its contracting parties, affiliates and customers not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Term of Employment, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company and (B) after the Term of Employment, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of the Company or the Company’s Affiliates (as defined below), whether or not for his benefit or otherwise, any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of the Company, secrets, trade secrets, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients or a third party, including without limitation any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, “Affiliates”); and (ii) covenants and agrees that (A) all confidential memoranda, notes, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether in written, electronic or other form (and all copies thereof) made or compiled by Employee or made available to him concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of the Employee, the Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the time of the Employee’s termination of employment or at any other time upon request by the Company. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reason, the Employee shall promptly return to the Company any property owned by the Company or furnished to the Employee by the Company for use in connection with Employee’s services hereunder.

Confidentiality; Return of Property. (a) The Employee acknowledges that Employee’s work for during the Company is expected to bring him into close contact with various Employment Period he will receive confidential business data of information from the Company, its contracting parties, affiliates the Parent and customers not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Term of Employment, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company and (B) after the Term of Employment, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of the Company or the Company’s Affiliates (as defined below), whether or not for his benefit or otherwise, any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of the Company, secrets, trade secrets, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients or a third party, including without limitation any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners subsidiaries of the Company (collectively, each a “AffiliatesRelevant Entity”); and (ii) covenants and . Accordingly, the Employee agrees that (A) all confidential memorandaduring the Employment Period and thereafter, notesthe Employee and his affiliates shall not, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether except in written, electronic the performance of his obligations to the Company hereunder or other form (and all copies thereof) made or compiled as may otherwise be approved in advance by Employee or made available to him concerning the Company, its Clients and any Affiliates are directly or indirectly, disclose or use (except for the sole property direct benefit of the Company, and (B) if such documents are in the possession any confidential information that he may learn or control has learned by reason of the Employee, the Employee shall deliver them, without retaining his association with any copies thereof, to the Company promptly at the time of the Employee’s Relevant Entity. Upon termination of employment or at any other time upon request by the Company. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reasonthis Agreement, the Employee shall promptly return to the Company any property owned and all properties, records or papers of any Relevant Entity, that may have been in his possession at the time of termination, whether prepared by the Employee or others, including, but not limited to, confidential information and keys. For purposes of this Agreement, “confidential information” includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company reasonably believes are confidential or furnished (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that (x) the Employee is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law, (y) is or becomes publicly available prior to the Employee by the Company for use in connection with Employee’s services hereunderdisclosure or use of the information in a manner violative of the second sentence of this Section 8(a), or (z) is rightfully received by Employee without restriction or disclosure from a third party legally entitled to possess and to disclose such information without restriction (other than information that he may learn or has learned by reason of his association with any Relevant Entity). For purposes of this Agreement, “affiliate” means any entity that, directly or indirectly, is controlled by, or under common control with, the Employee. For purposes of this definition, the terms “controlled” and under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting stock, by contract or otherwise.

Confidentiality; Return of Property. (a) The Employee acknowledges that Employee’s work for the Company is expected to bring him into close contact with various confidential business data of the Company, its contracting parties, affiliates and customers not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Term of Employment, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of Employment Period he will receive confidential information from the Company and (B) after the Term of Employment, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of the Company or the Company’s Affiliates (as defined below), whether or not for his benefit or otherwise, any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of the Company, secrets, trade secrets, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients or a third party, including without limitation any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners affiliates of the Company (collectively, each a “AffiliatesRelevant Entity”); and (ii) covenants and . Accordingly, the Employee agrees that (A) all confidential memorandaduring the Employment Period and thereafter, notesthe Employee and his affiliates shall not, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether except in written, electronic the performance of his obligations to the Company hereunder or other form (and all copies thereof) made or compiled as may otherwise be approved in advance by Employee or made available to him concerning the Company, its Clients and any Affiliates are directly or indirectly, disclose or use (except for the sole property direct benefit of the Company, and (B) if such documents are in the possession any confidential information that he may learn or control has learned by reason of the Employee, the Employee shall deliver them, without retaining his association with any copies thereof, to the Company promptly at the time of the Employee’s Relevant Entity. Upon termination of employment or at any other time upon request by the Company. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reasonthis Agreement, the Employee shall promptly return to the Company any property owned and all properties, records or papers of any Relevant Entity that may have been in his possession at the time of termination, whether prepared by the Employee or others, including, but not limited to, confidential information and keys. For purposes of this Agreement, “confidential information” includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company reasonably believes are confidential or furnished (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that (x) the Employee is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law, (y) is or becomes publicly available prior to the Employee by the Company for use in connection with Employee’s services hereunderdisclosure or use of the information in a manner violative of the second sentence of this Section 7(a), or (z) is rightfully received by Employee without restriction or disclosure from a third party legally entitled to possess and to disclose such information without restriction (other than information that he may learn or has learned by reason of his association with any Relevant Entity). For purposes of this Agreement, “affiliate” means any person or entity that, directly or indirectly, is controlled by, or under common control with another person. For purposes of this definition, the terms “controlled” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting stock, by contract or otherwise.

Confidentiality; Return of Property. (a) The Employee acknowledges that Employee’s work for during the Company is expected to bring him into close contact with various Employment Period he will receive confidential business data of information from the Company, its contracting parties, affiliates the Parent and customers not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Term of Employment, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company and (B) after the Term of Employment, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of the Company or the Company’s Affiliates (as defined below), whether or not for his benefit or otherwise, any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of the Company, secrets, trade secrets, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients or a third party, including without limitation any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners subsidiaries of the Company (collectively, each a “AffiliatesRelevant Entity”); and (ii) covenants and . Accordingly, the Employee agrees that (A) all confidential memorandaduring the Employment Period and thereafter, notesthe Employee and his affiliates shall not, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether except in written, electronic the performance of his obligations to the Company hereunder or other form (and all copies thereof) made or compiled as may otherwise be approved in advance by Employee or made available to him concerning the Company, its Clients and any Affiliates are directly or indirectly, disclose or use (except for the sole property direct benefit of the Company, and (B) if such documents are in the possession any confidential information that he may learn or control has learned by reason of the Employee, the Employee shall deliver them, without retaining his association with any copies thereof, to the Company promptly at the time of the Employee’s Relevant Entity. Upon termination of employment or at any other time upon request by the Company. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reasonthis Agreement, the Employee shall promptly return to the Company any property owned and all properties, records or papers of any Relevant Entity, that may have been in his possession at the time of termination, whether prepared by the Employee or others, including, but not limited to, confidential information and keys. For purposes of this Agreement, “confidential information” includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company reasonably believes are confidential or furnished (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that (x) the Employee is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law, (y) is or becomes publicly available prior to the Employee by the Company for use in connection with Employee’s services hereunderdisclosure or use of the information in a manner violative of the second sentence of this Section 8(a), or (z) is rightfully received by Employee without restriction or disclosure from a third party legally entitled to possess and to disclose such information without restriction (other than information that he may learn or has learned by reason of his association with any Relevant Entity). For purposes of this Agreement, “affiliate” means any entity that, directly or indirectly, is controlled by, or under common control with, the Employee. For purposes of this definition, the terms “controlled” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting stock, by contract or otherwise.

Confidentiality; Return of Property. (a) Employee The Executive acknowledges that Employee’s work for during the Employment Period he will receive confidential information from the Company is expected to bring him into close contact with various confidential business data of the Company, its contracting parties, affiliates and customers not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Term of Employment, except pursuant to appropriate safeguards on confidentiality and only in connection with the business subsidiaries of the Company and the respective clients thereof (Beach a "Relevant Entity"). Accordingly, the Executive agrees that during the Employment Period (as it may be extended from time to time) after and thereafter for a period of two years, the Term Executive and his affiliates shall not, except in the performance of Employment, on any basis for any reason, Employee shall not use or disclose his obligations to anyone except authorized personnel of the Company hereunder or as may otherwise be approved in advance by the Company’s Affiliates , directly or indirectly, disclose or use (as defined below), whether or not except for his the direct benefit or otherwise, any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of the Company, secrets, trade secrets, proprietary software, copyrights, Client lists, lists of employees, ) any confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, that he may learn or has learned by Employee concerning the Company, its Clients or a third party, including without limitation reason of his association with any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners Relevant Entity. Upon termination of the Company (collectively, “Affiliates”); and (ii) covenants and agrees that (A) all confidential memoranda, notes, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether in written, electronic or other form (and all copies thereof) made or compiled by Employee or made available to him concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of the Employeethis Agreement, the Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the time of the Employee’s termination of employment or at any other time upon request by the Company. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reason, the Employee Executive shall promptly return to the Company any property owned and all properties, records or papers of any Relevant Entity, that may have been in his possession at the time of termination, whether prepared by the Company Executive or furnished others, including, but not limited to, confidential information and keys. For purposes of this Agreement, "confidential information" includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation with respect to the Employee by clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company for use in connection with Employee’s services hereunder.reasonably believes are confidential or (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that the

Confidentiality; Return of Property. (a) Employee The Consultant acknowledges that Employee’s work for during the term of this Agreement he will receive confidential information from the Company is expected to bring him into close contact with various confidential business data of the Company, its contracting parties, affiliates and customers not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Term of Employment, except pursuant to appropriate safeguards on confidentiality and only in connection with the business subsidiaries of the Company and the respective clients thereof (B) after each a Relevant Entity), and accordingly the Term Consultant agrees that during the term of Employmentthis Agreement and thereafter for a period of two years, on any basis for any reasonthe Consultant and his affiliates shall not, Employee shall not use or disclose except in the performance of his obligations to anyone except authorized personnel of the Company hereunder or the Company’s Affiliates (as defined below), whether or not for his benefit or otherwise, any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of may otherwise be approved in advance by the Company, secretsdirectly or indirectly, trade secrets, proprietary software, copyrights, Client lists, lists disclose or use (except for the direct benefit of employees, the 6 Company) any confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, that he may learn or has learned by Employee concerning the Company, its Clients or a third party, including without limitation reason of his association with any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners Relevant Entity. Upon termination of the Company (collectively, “Affiliates”); and (ii) covenants and agrees that (A) all confidential memoranda, notes, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether in written, electronic or other form (and all copies thereof) made or compiled by Employee or made available to him concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of the Employeethis Agreement, the Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the time of the Employee’s termination of employment or at any other time upon request by the Company. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reason, the Employee Consultant shall promptly return to the Company any property owned and all properties, records, papers of any Relevant Entity, that may have been in his possession at the time of termination, whether prepared by the Company Consultant or furnished others, including, but not limited to, confidential information and keys. For purposes of this Agreement, "confidential information" includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation, with respect to the Employee by clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company for use reasonably believes are confidential or (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that the Consultant is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in connection with Employee’s services hereunderthe matter or under subpoena or other process of law.

Confidentiality; Return of Property. (a) Employee acknowledges that Employee’s work for the Company is expected to bring him into close contact with various confidential business data of the CompanyExecutive represents, its contracting parties, affiliates and customers not readily available to the public. Accordingly, Employee: (i) covenants promises and agrees that he has not in the past and that he will not at any time in the future, unless compelled by lawful process, disclose or use for his own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise (Aother than each of the Companies and any affiliate thereof), any trade secrets, or other confidential data or information relating to customers, design programs, costs, marketing, sales activities, promotion, credit and financial data, financing methods, or plans of the Companies, or any of their respective subsidiaries or affiliates; provided that the foregoing shall not apply to information which is not unique to the Companies (or their respective affiliates, as applicable) during or which is generally known to the Term industry or the public other than as a result of EmploymentExecutive’s breach of this covenant. Executive agrees that, except pursuant to appropriate safeguards on confidentiality the extent he has not already done so, he will return to Rexnord immediately all memoranda, books, papers, plans, information, letters and only other data, and all copies thereof or therefrom, in any way relating to the business of the Companies or any of their respective subsidiaries or affiliates, whether such information is in tangible or electronic form. Executive further agrees that he shall have until September 25, 2009 to return to Rexnord all other property of the Companies in his possession, including, but not limited to, all office equipment, computer equipment, mobile phone, credit cards, vehicles and keys. Executive further agrees that he has not retained and will not retain or use for his account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company and (B) after the Term Companies or any of Employmenttheir respective subsidiaries or affiliates; provided, on any basis for any reasonhowever, Employee shall not use that Executive may retain his rolodex, address books, information relating to his compensation or disclose relating to anyone except authorized personnel reimbursement of expenses, documents relating to his participation in employee benefit plans or programs of the Company Companies or the Company’s Affiliates (as defined below), whether or not for his benefit or otherwiseany of their respective affiliates, any agreement between Executive and any of the Companies or any affiliate thereof relating to his employment with the Companies or any affiliate thereof, and other personal property provided that such items do not contain any confidential matters (collectively, “Confidential Matters”) concerning the Company or its suppliers, consultants, agents, other contracting parties or customers, whether such customers are deemed former, current or potential customers (collectively, the “Clients”), including without limitation all confidential technical information of the Companies. Executive shall have until October 11, 2009 to vacate the premises of his Company, secrets, trade secrets, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients or a third party, including without limitation any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, “Affiliates”); and (ii) covenants and agrees that (A) all confidential memoranda, notes, lists (including, without limitation, mailing and Client lists), records and other confidential documents, whether in written, electronic or other form (and all copies thereof) made or compiled by Employee or made available to him concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of the Employee, the Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the time of the Employee’s termination of employment or at any other time upon request by the Company-provided temporary housing. (b) Section 10 shall not apply to any information that: (i) is publicly available or becomes publicly available through no act or fault of Employee; (ii) is made known to Employee by a third party who did not obtain it directly or indirectly from the Company; (iii) is independently developed by Employee without use of the Company’s information as evidenced by credible written records of Employee; or (iv) is information required to be disclosed by operation of law, governmental regulation or court order provided that, if Employee determines that such disclosure might be required, Employee will promptly notify the Company and provide the Company, to the extent practicable, an opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. (c) Upon the termination of the Employee’s employment hereunder for any reason, the Employee shall promptly return to the Company any property owned by the Company or furnished to the Employee by the Company for use in connection with Employee’s services hereunder.