Common use of Covenant Not to Disclose Confidential Information Clause in Contracts

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided the Employee is acting in good faith and in the best interest of the Company. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The During the Agreement Term, and for a period of two (2) years thereafter, Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided Employee is acting in good faith and in the best interest of Company. The Employee will use his best all reasonable efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship ’s employment with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as contemplated may be required by this Agreementlaw or judicial process. The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the EmployeeExecutive's possession or under the EmployeeExecutive's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the EmployeeExecutive's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent of its subsidiaries or affiliate of the Company Affiliates that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engagedengaged and which the Company maintains on a confidential basis, including including, without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designsdesigned, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his her employment with the Company he Employee has or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he she owes a duty to the Company not to disclose, and agrees that, during or after the term of his her employment, without the prior written consent of the Company, he she will not communicate, publish or disclose, to any person or entity anywhere or use (for her own benefit or the benefit of others) any Confidential Information (as hereinafter defined) for any purpose other than carrying out his her duties as contemplated by this Agreement. The Employee will use his her best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons or entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information within ten (10) days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of such employment relationship. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitationincluding, but not limited to, any and all trade secrets, proprietary data and information relating to the Company's ’s or any subsidiary, parent or affiliate of the Company's ’s, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee’s employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee’s written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided the Employee is acting in good faith and in the best interest of the Company. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he Employee has or had and will continue to have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to any unauthorized persons person or entity would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or and after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for his own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons and entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so requestrequests, and in any event will promptly return all such Confidential Information within ten days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of the employment relationship. The term "“Confidential Information" shall mean ” means any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's ’s or any subsidiary, parent or affiliate of the Company's ’s, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, acquisition candidates and criteria relating to potential acquisition candidates, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee’s employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee’s written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment her affiliation with the Company he she has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he she owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, he at any time, either during or after her employment with the Company, she will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out his ), except as may be necessary or appropriate to conduct her duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as contemplated may be required by this Agreementlaw or judicial process. The Employee Executive will use his her best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the Employee's Executive’s possession or under the Employee's Executive’s control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent of its subsidiaries or affiliate of the Company Affiliates that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engagedengaged and which the Company maintains on a confidential basis, including including, without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designsdesigned, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he Employee has or had and will continue to have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or and after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for his own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons and entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so requestrequests, and in any event will promptly return all such Confidential Information within ten days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of the employment relationship. For purposes hereof of this Agreement, the term "“Confidential Information" shall mean ” means any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitationincluding, but not limited to, any and all trade secrets, proprietary data and information relating to the Company's ’s or any subsidiary, parent or affiliate of the Company's ’s, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, acquisition candidates, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information.. Confidential Information does not include any information that:

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment affiliation with Parent and the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as contemplated may be required by this Agreementlaw or judicial process. The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the Employee's Executive’s possession or under the Employee's Executive’s control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information in the Executive’s possession or under the Executive’s control whenever the Company shall so request and in any event will promptly return all such Confidential Information if the Employee's Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent of its subsidiaries or affiliate of the Company Affiliates that is not known generally to the industry in which the Company or any subsidiarymaintains on a confidential basis, parent or affiliate of the Company is or may be engagedincluding, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company, or as contemplated may be required by this Agreementlaw or judicial process. The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the Employee's Executive’s possession or under the Employee's Executive’s control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent of its subsidiaries or affiliate of the Company Affiliates that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engagedengaged and which the Company maintains on a confidential basis, including including, without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designsdesigned, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The During the Agreement Term, and for a period of two (2) years thereafter, the Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided the Employee is acting in good faith and in the best interest of the Company. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's ’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, Company he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this AgreementChairman and Chief Executive Officer of the Company. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the EmployeeExecutive's possession or under the EmployeeExecutive's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the EmployeeExecutive's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, Company he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engagedbanking community, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the CompanyBank's past, present or future business and productsplans, price listsservices offered, financial information, customer lists, processesand other information concerning customers, procedures depositors and borrowers of the Company or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial informationany subsidiary of the Company, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interests of the Company, or as contemplated may be required by this Agreementlaw or judicial process or as provided below in Section 13(f). The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will promptly return to the Company all Confidential Information in the Employee's Executive’s possession or under the Employee's Executive’s control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent of its subsidiaries or affiliate of the Company affiliates that is not known generally to the industry in and which the Company or any subsidiarymaintains on a confidential basis, parent or affiliate of the Company is or may be engagedincluding, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he or she has or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate other members of the Company considers Group consider confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the CompanyCompany Group. As a consequence, the Employee hereby agrees and acknowledges that he or she owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he or she will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his or her duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information contained in the any written or electronic form in Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if contained in any written or electronic form upon the termination of Employee's relationship with the Company is terminated for any or no reason ’s employment and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any and may include but is not limited to, financial data and information, performance and operational information, transaction related information, including contract terms and contract related costs, billing data, customer lists and information, information related to prospective customers and business, marketing and sales plans and related information, business and operational plans, projects, developments, studies, strategies, reports, and analyses, business models, practices, procedures and processes, personnel related information, all non-public pricing and related information, including pricing curves, guidelines, models and methodologies, communications plans, non-public governmental related filings, positions and reports; provided, however, “Confidential Information” does not include (i) documents, data or data used by information in the public domain or belonging or relating that are otherwise generally known to the Company Group’s competitors (other than as a result of Employee’s breach of this provision) or any subsidiary, parent or affiliate of in the industry in which the Company that Group is engaged or may be engaged in the future, (ii) documents, data or information access to which Employee has obtained subsequent to the Employee’s termination from other parties that, to Employee’s knowledge, do not known generally owe any non-disclosure obligation to the Company Group; (iii) personal know-how of Employee obtained before or during his employment with the Company relating to the industry in which the Company or any subsidiary, parent or affiliate of the Company Group is now engaged or may be engagedengaged in the future; and (iv) information required to be disclosed by court order, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's subpoena or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationother governmental process.

Covenant Not to Disclose Confidential Information. The Employee Executive ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which related to the Company or any subsidiary, parent or affiliate of and it affiliates which the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the CompanyCompany or any of its affiliates. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company and its affiliates not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company and its affiliates, or as contemplated may be required by this Agreementlaw or judicial process. The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the EmployeeExecutive's possession or under the EmployeeExecutive's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the EmployeeExecutive's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company affiliates that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engagedengaged and which the Company or any of its affiliates maintains on a confidential basis, including including, without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designsdesigned, financial information, whether or not reduced to writing, or information or data which of the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationits affiliates.

Covenant Not to Disclose Confidential Information. The During the Term, and at all times thereafter, Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided Employee is acting in good faith and in the best interest of Company. The Employee will use his best all reasonable efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship ’s employment with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The During the Agreement Term, and for a period of two (2) years thereafter, the Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided the Employee is acting in good faith and in the best interest of the Company. The Employee will use his best all reasonable efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's ’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive hereby acknowledges and agrees that during (i) in the course of his employment service as an executive of the Employer, he has and will gain substantial knowledge of and familiarity with the Company he has Employer’s customers and its dealings with them, and other information concerning the business of the Employer, all of which constitute valuable assets and privileged information that is particularly sensitive due to the fiduciary responsibilities inherent in the Employer’s business; and (ii) to protect the interest in and to assure the benefit of the business of the Employer, it is reasonable and necessary to place certain restrictions on the Executive’s ability to disclose information about the business and customers of the Employer. For that purpose, and in consideration of the agreements contained herein, the Executive covenants and agrees that any and all data, figures, projections, estimates, lists, files, records, documents, manuals or other such materials or information (financial or otherwise) relating to the Employer and its business, regulatory examinations, financial results and condition, lending and deposit operations, customers (including lists of the customers and information regarding their accounts and business dealings with the Employer), policies and procedures, computer systems and software, shareholders, executives, officers and directors (herein referred to as “Confidential Information”) are proprietary to the Employer and are valuable, special and unique assets of the business to which the Executive will have access to during his employment hereunder. The Executive shall consider, treat and knowledge of certain maintain all Confidential Information as the confidential, private and privileged records and information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the CompanyEmployer. As a consequenceFurther, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, at all times during or after the term of his employmentemployment and following the termination of his employment under this Agreement for any reason, without and except as shall be required in the prior written consent course of the Companyperformance by the Executive of his duties on behalf of the Employer or otherwise pursuant to the direct, he written authorization of the Employer, the Executive will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit divulge any Confidential Information to be readany other person, duplicated firm, corporation, employer, bank or copied. The Employee will return to the Company all similar financial institution, remove any such Confidential Information in written or other recorded form from the Employee's possession Employer’s premises, or under the Employee's control when the duties make any use of the Employee no longer require Confidential Information for his own purposes or for the Employee's possession thereofbenefit of any person, firm, corporation, employer, bank or whenever similar financial institution other than the Company Employer. However, following the termination of the Executive’s employment with the Employer, this Section 7 shall so requestnot apply to any Confidential Information which then is in the public domain (provided that the Executive was not responsible, and in any event will promptly return all directly or indirectly, for permitting such Confidential Information if to enter the Employee's relationship with public domain without the Company Employer’s consent), or which is terminated for any obtained by the Executive from a third party which or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that who is not known generally obligated under an agreement of confidentiality with respect to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential such information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Xxxxxx acknowledges that that, during the course of his employment with the Company he has Term, Xxxxxx may develop or will have access to and knowledge of certain information and data which the Company that MGP or any subsidiary, parent subsidiary or affiliate joint venture of MGP (the Company "Applicable MGP Entity") considers confidential and that the release of such this information or data to unauthorized persons or entities would be extremely detrimental to the CompanyApplicable MGP Entity. As a consequence, the Employee Xxxxxx hereby agrees and acknowledges that he owes a duty to the Company Applicable MGP Entity not to disclose, and agrees that, during or and after the term of his employmentTerm, without the prior written consent of the CompanyApplicable MGP Entity, he Xxxxxx will not communicate, publish or disclose, disclose to any person or entity anywhere or use (for Xxxxxx'x own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee Xxxxxx will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons and entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Xxxxxx will return to the Company Applicable MGP Entity all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's his possession or under the Employee's his control when the duties of the Employee Xxxxxx no longer require the Employee's his possession thereof, or whenever the Company shall so requestApplicable MGP Entity requests, and in any event will promptly return all such Confidential Information within ten days if the Employee's relationship with the Company parties' consulting arrangement is terminated for any or no reason and will not retain any copies thereof. If requested by the Applicable MGP Entity, Xxxxxx will certify in writing to the Applicable MGP Entity as to the return or destruction of all Confidential Information. Xxxxxx acknowledges that he is obligated to protect the Confidential Information from disclosure or use even after the Term. For purposes hereof of this Agreement, the term "Confidential Information" shall mean means any information or data data, whether or not reduced to writing, used by or belonging or relating to the Company Applicable MGP Entity, or any subsidiaryperson or entity to whom the Applicable MGP Entity owes a duty of confidentiality, parent or affiliate of the Company that is not known generally to the industry in which the Company Applicable MGP Entity, or any subsidiary, parent person or affiliate entity to whom the Applicable MGP Entity owes a duty of the Company confidentiality is or may be engaged, including including, without limitation, any and all all: (i) trade secrets, proprietary data and or information relating to the Company's Applicable MGP Entity, or any subsidiaryperson or entity to whom the Applicable MGP Entity owes a duty of confidentiality; (ii) inventions, parent or affiliate of the Company's pastconcepts, present or future business and products, price lists, customer listsdesigns, processes, specifications, schematics, equipment, reaction mechanisms, processing techniques, formulations, chemical compositions, technical information, drawings, diagrams, software (including source code), hardware, control systems, research, test results, plant layout, feasibility studies, procedures or standards, know- know-how, manualsmanuals or patent information; (iii) the identity of or information concerning current or prospective clients, customers, accounts, suppliers, service providers, consultants, licensors, licensees, contractors, subcontractors or other agents or representatives; (iv) financial or sales information, current or planned commercial activities, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writingmarketing plans, or other information relating to the business activities or data which operations of the Company Applicable MGP Entity, or any subsidiaryperson or entity to whom the Applicable MGP Entity owes a duty of CORE/3001926.0002/106312093.4 confidentiality; and (v) any other information that the Applicable MGP Entity, parent or affiliate any person or entity to whom the Applicable MGP Entity owes a duty of the Company confidentiality advises the Employee Xxxxxx should be treated as confidential information. Nothing in this Agreement prohibits or restricts Xxxxxx (or Xxxxxx’x attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self-regulatory organization, or any other federal or state regulatory authority regarding a possible securities law violation.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he Employee has or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for his own benefit or the benefit of others) any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons or entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information within ten (10) days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of such employment relationship. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitationincluding, but not limited to, any and all trade secrets, proprietary data and information relating to the Company's ’s or any subsidiary, parent or affiliate of the Company's ’s, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, acquisition candidates, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee’s employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee’s written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.

Covenant Not to Disclose Confidential Information. The During the Agreement Term, and for a period of two (2) years thereafter, Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided Employee is acting in good faith and in the best interest of Company. The Employee will use his best all reasonable efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship employment with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The (a) Employee ------------------------------------------------- acknowledges that that, during the course of his employment with the Company he has Employment Period, Employee may develop or will have access to and knowledge of certain information and data which the Company that Capital or any subsidiary, parent or affiliate of entity within the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he Employee owes a duty to the Company Capital and its affiliated entities not to disclose, and agrees that, during or and after the term of his employmentEmployment Period, without the prior written consent of the CompanyAFC, he Employee will not communicate, publish or disclose, disclose to any person or entity anywhere or use (for Employee's own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his Employee's duties as contemplated by this Agreement. The Employee will use his Employee's best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons or entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company Corporate Secretary of AFC all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's possession or under the Employee's control when the duties within ten (10) days of the Employee no longer require the termination of Employee's possession thereofEmployment Period, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason reason, and will not retain any copies thereof. If requested by the President of AFC, Employee shall certify in writing as to the return or destruction of all Confidential Information. Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of Employee's Employment Period. For purposes hereof hereof, the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he Employee has or had and will continue to have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or and after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for his own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons and entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so requestrequests, and in any event will promptly return all such Confidential Information within ten days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of the employment relationship. For purposes hereof of this Agreement, the term "Confidential Information" shall mean means any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitationincluding, but not limited to, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's 's, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, acquisition candidates, processes, procedures or standards, know- howknow‑how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee's employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee's written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he Employee has or had and will continue to have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or and after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for his own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons and entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so requestrequests, and in any event will promptly return all such Confidential Information within ten days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof Employee acknowledges that Employee is obligated to protect the Confidential Information from disclosure or use even after termination of the employment relationship. The term "Confidential Information" shall mean means any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's 's, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, acquisition candidates and criteria relating to potential acquisition candidates, processes, procedures or standards, know- howknow‑how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee's employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee's written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for the his own benefit or the benefit of others) any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons or entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electric format or otherwise, containing or derived from Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information within ten (10) days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. The Employee acknowledges that the Employee is obligated to protect the Confidential Information from disclosure or use even after termination of such employment relationship. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's ’s or any subsidiary, parent or affiliate of the Company's ’s, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee’s employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee’s written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.

Covenant Not to Disclose Confidential Information. The During the Agreement Term, and at all times thereafter, Employee ------------------------------------------------- acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with Company, he will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties as contemplated by this Agreementhereunder, provided Employee is acting in good faith and in the best interest of Company. The Employee will use his best all reasonable efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship ’s employment with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- (a) Consultant acknowledges that that, during the course term of his employment with the Company he has this Agreement, Consultant may develop or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers its affiliates consider confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee Consultant hereby agrees and acknowledges that he Consultant owes a duty to the Company not to disclose, and Consultant agrees that, during or after the term of his employmentthis Agreement, without the prior written consent of the Company, he Company Consultant will not communicate, publish or disclose, disclose to any person or entity anywhere or use (for Consultant’s own benefit or the benefit of others) any Confidential Information (as hereinafter defineddefined below) for any purpose other than carrying out his Consultant’s duties as contemplated by this Agreement. The Employee Consultant will use his its best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons or entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Consultant will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's its possession or under the Employee's its control when the its duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated upon termination of this Agreement for any or no reason and will not retain any copies thereof. Consultant acknowledges that it is obligated to protect the Confidential Information from disclosure or use even after termination of this Agreement. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or its affiliates, or any subsidiary, parent or affiliate of party to whom the Company owes a duty of confidentiality, that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality, is or may be engaged, including including, without limitation, any and all trade secrets, proprietary data and information relating to the Company's ’s or its affiliates’, or any subsidiaryparty to whom the Company owes a duty of confidentiality, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, supplier lists, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or its affiliates or any subsidiary, parent or affiliate of party to whom the Company owes a duty of confidentiality advises the Employee Consultant should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The During the Agreement Term, and for a period of two (2) years thereafter, Employee ------------------------------------------------- acknowledges that during the course of his employment her affiliation with the Company he she has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and/or proprietary and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he she owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, he at any time, either during or after her employment with Company, she will not communicate, publish or disclose, to any person anywhere anywhere, or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out his ), except as may be necessary or appropriate to conduct her duties as contemplated by this Agreementhereunder, provided Employee is acting in good faith and in the best interest of Company. The Employee will use his best all reasonable efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship ’s employment with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company whether communication is verbal or any subsidiary, parent or affiliate of the Company in writing that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, intellectual property, patents, or copyrightable works, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationConfidential Information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which related to the Company or any subsidiary, parent or affiliate of and it affiliates which the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the CompanyCompany or any of its affiliates. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company and its affiliates not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interest of the Company and its affiliates, or as contemplated may be required by this Agreementlaw or judicial process. The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will return to the Company all Confidential Information in the EmployeeExecutive's possession or under the EmployeeExecutive's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the EmployeeExecutive's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company affiliates that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engagedengaged and which the Company or any of its affiliates maintains on a confidential basis, including including, without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price listslist, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designsdesigned, financial information, whether or not reduced to writing, or information or data which of the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential informationits affiliates.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- Executive acknowledges that during the course of his employment affiliation with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee Executive hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, that without the prior written consent of the Company, at any time, either during or after his employment with the Company, he will not communicate, publish or disclose, to any person anywhere or use use, any Confidential Information (as hereinafter defined) for any purpose other than carrying out ), except as may be necessary or appropriate to conduct his duties hereunder, provided the Executive is acting in good faith and in the best interests of the Company, or as contemplated may be required by this Agreementlaw or judicial process or as provided below in Section 13(f). The Employee Executive will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee Executive will promptly return to the Company all Confidential Information in the Employee's Executive’s possession or under the Employee's Executive’s control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's Executive’s relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent of its subsidiaries or affiliate of the Company affiliates that is not known generally to the industry in and which the Company or any subsidiarymaintains on a confidential basis, parent or affiliate of the Company is or may be engagedincluding, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future ’s business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee Executive should be treated as confidential information.

Covenant Not to Disclose Confidential Information. The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons or entities would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person or entity anywhere or use (for the his own benefit or the benefit of others) any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands to ensure that any unauthorized persons or entities do not gain possession of any unauthorized person Confidential Information and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all originals and copies of documents and other materials, whether in printed or electronic format or otherwise, containing or derived from Confidential Information in the Employee's ’s possession or under the Employee's ’s control when the duties of the Employee no longer require the Employee's ’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information within ten (10) days if the Employee's employment relationship with the Company is terminated for any or no reason and will not retain any copies thereof. The Employee acknowledges that the Employee is obligated to protect the Confidential Information from disclosure or use even after termination of such employment relationship. For purposes hereof hereof, the term "“Confidential Information" ” shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company, or any party to whom the Company owes a duty of confidentiality is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's ’s or any subsidiary, parent or affiliate of the Company's ’s, or any party to whom the Company owes a duty of confidentiality past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- know-how, manuals, hardware, software, source code, business strategies, records, marketing plans, drawings, technical information, specifications, designs, patent information, financial information, whether or not reduced to writing, or information or data which that the Company or any subsidiary, parent or affiliate of the Company or any party to whom the Company owes a duty of confidentiality advises the Employee should be treated as confidential information. Confidential Information does not include any information that: (i) is rightfully known to Employee prior to Employee’s employment, and independent of any disclosure or access to the information via the Company as evidenced by Employee’s written records; or (ii) is or later becomes part of the public domain and known within the relevant industry through no fault of Employee.