Common use of Covenant Not to Disclose Clause in Contracts

Covenant Not to Disclose. a. The Executive covenants and agrees that he will not, during the period of his employment with the Corporation or at any time thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written information.

Covenant Not to Disclose. a. The Executive (a) Consultant hereby covenants and agrees that he will notthat, during the Term and for a period of his employment with the Corporation or at any time five (5) years thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd.it will not communicate, any successor to Harbour Group Ltd. disclose or their respective designees, directly or indirectly disclose, communicate or divulge otherwise make available to any Personperson or entity (other than the Company), or use for its own account or for the benefit of any Personother person or entity, any information or materials proprietary to the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge (which unless as a result of authorized disclosure. Proprietary Information shall not include knowledge any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the industries in which the Corporation or its Subsidiaries are engaged) on the date confidentiality provisions of this Agreement, . Consultant further covenants and agrees that it will retain such knowledge and information which it acquires and develops during the Term respecting such Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. (iib) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date The provisions of this Agreement from another source which is under no obligation of confidentiality Section 5 shall apply to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed Proprietary Information obtained by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, of Company from any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationthird party under an agreement including restrictions on disclosure.

Covenant Not to Disclose. a. The Executive covenants Company and agrees that he will notEmployee recognize that, during the period course of his Employee's employment with the Corporation or at any time thereafterCompany, except with the express prior written consent Company has disclosed and will continue to disclose to Employee Proprietary Information concerning the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of the Chairman Company and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary InformationAffiliates. The restriction contained Company and Employee further acknowledge that the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the preceding sentence public shall not apply cause irreparable harm, damage and loss to any the Company and the Affiliates. Accordingly, Employee acknowledges and agrees: (a) that the Proprietary Information that (i) is a matter of public knowledge (which and shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to the Company (or the applicable Affiliate) upon request of the Company (or the Affiliate), or expiration or termination of the ExecutiveEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of the Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, for a period of two (2) years after the expiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Corporation, all originals, copies and reprints Proprietary Information which (i) was in the ExecutiveEmployee's possession, custodyfree of any obligation of confidence, prior to his receipt from the Company or its Affiliate, (ii) Employee establishes the Proprietary Information is already in the public domain at the time the Company or the Affiliate communicates it to Employee, or control shall be promptly surrendered and/or delivered becomes available to the Corporationpublic through no breach of this Agreement by Employee, or (iii) Employee establishes that he received the Proprietary Information independently and the Executive shall thereafter make in good faith from a third party lawfully in possession thereof and having no further use, either directly or indirectly, of any obligation to keep such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationinformation confidential.

Covenant Not to Disclose. a. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the period term of this Agreement or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, to or on behalf of any person (other than the Company Group) or use for his employment own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"), whether or not obtained with the Corporation knowledge and permission of the Company and whether or at any time thereafternot developed, except with devised or otherwise created in whole or in part by the express efforts of the Executive and shall take no action that threatens to do so. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Chairman and Chief Executive Officer Company, unless compelled pursuant to the order of Harbour Group Ltd., any successor to Harbour Group Ltd. a court or their respective designees, directly other governmental or indirectly discloselegal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any PersonConfidential Information to anyone other than the Company and those designated by it, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, promptly notify the Company of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationorder and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. a. The Executive covenants Company and agrees that he will notEmployee recognize that, during the period course of his Employee’s employment with the Corporation or at any time thereafterCompany, the Company has disclosed and will continue to disclose to Employee Proprietary Information concerning the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of the Company and the Affiliates. The Company and Employee further acknowledge that the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the public shall cause irreparable harm, damage and loss to the Company and the Affiliates. Accordingly, Employee acknowledges and agrees that, except with as may be required by law: (a) that the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which and shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to the Company (or the applicable Affiliate) upon request of the Company (or the Affiliate), or expiration or termination of Employee’s employment hereunder for any reason; and (d) to hold the Executive's employment Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of the Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, for a period of two (2) years after the expiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the CorporationProprietary Information which (i) was in Employee’s possession, all originalsfree of any obligation of confidence, copies and reprints prior to his receipt from the Company or its Affiliate, (ii) Employee establishes the Proprietary Information is already in the Executive's possession, custodypublic domain at the time the Company or the Affiliate communicates it to Employee, or control shall be promptly surrendered and/or delivered becomes available to the Corporationpublic through no breach of this Agreement by Employee, or (iii) Employee establishes that he received the Proprietary Information independently and the Executive shall thereafter make in good faith from a third party lawfully in possession thereof and having no further use, either directly or indirectly, of any obligation to keep such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationinformation confidential.

Covenant Not to Disclose. a. The Executive covenants and agrees that he will not, during (a) Other than as necessary in the period of his employment with the Corporation or at any time thereafter, except with the express prior written consent ordinary course of the Chairman and Chief Executive Officer of Harbour Group Ltd.Company's business, Employee shall not disclose or make accessible in any successor manner to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Personperson or entity, at any time during or after the Term, any Proprietary information of a confidential or secret nature relating to the business, products or activities of the Company (the "Confidential Information"). The restriction contained Such Confidential Information shall include, but not be limited to, information relating to inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans and proposals), but only if specifically listed and presented to Employee in the preceding sentence writing and identified as Confidential. Employee shall keep secret all matters entrusted to him and shall not apply use or attempt to use any Proprietary such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Company. Information that (i) shall be Confidential Information whether or not such information was developed, devised or otherwise created in whole or in part by the efforts of Employee, and whether or not such information is a matter of public knowledge knowledge, unless the Company has authorized disclosure of such information to the general public. (which b) Employee agrees that during his employment he shall include knowledge in not make, use or permit to be used any Confidential Information relating to any matter within the industries in which scope of the Corporation business of the Company or concerning any of its Subsidiaries are engaged) on dealings or affairs otherwise than for the date benefit of this Agreementthe Company. Employee further agrees that he shall not, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date termination of this Agreement from another source which is under no obligation his employment, use or permit to be used any such Confidential Information, it being agreed that all of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may foregoing shall be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the sole and exclusive property of the Corporation. Upon Company, whether or not prepared by Employee, and that immediately upon the termination of his employment he shall deliver all of the Executive's employment with the Corporationforegoing, and all originalscopies thereof, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the CorporationCompany, and the Executive shall thereafter make no further use, either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationat its main offices.

Covenant Not to Disclose. a. The Executive covenants Company and agrees that he will notEmployee recognize that, during the period course of his Employee’s employment with the Corporation or at any time thereafterCompany, the Company has disclosed and will continue to disclose to Employee Proprietary Information concerning the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of the Company and the Affiliates. The Company and Employee further acknowledge that the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the public shall cause irreparable harm, damage and loss to the Company and the Affiliates. Accordingly, Employee acknowledges and agrees that, except with as may be required by law: (a) that the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which and shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to the Company (or the applicable Affiliate) upon request of the Company (or the Affiliate), or expiration or termination of Employee’s employment hereunder for any reason; and (d) to hold the Executive's employment Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of the Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, for a period of two (2) years after the expiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the CorporationProprietary Information which (i) was in Employee’s possession, all originalsfree of any obligation of confidence, copies and reprints prior to his receipt from the Company or its Affiliate, (ii) Employee establishes the Proprietary Information is already in the Executive's possession, custodypublic domain at the time the Company or the Affiliate communicates it to Employee, or control shall be promptly surrendered and/or delivered becomes available to the Corporationpublic through no breach of this Agreement by Employee, or (iii) Employee establishes that she received the Proprietary Information independently and the Executive shall thereafter make in good faith from a third party lawfully in possession thereof and having no further use, either directly or indirectly, of any obligation to keep such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationinformation confidential.

Covenant Not to Disclose. a. The Executive covenants Company and agrees that he will notEmployee recognize that, during the period course of his Employee’s employment with the Corporation or at any time thereafterCompany, except with the express prior written consent Company has disclosed and will continue to disclose to Employee Proprietary Information concerning the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of the Chairman Company and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary InformationAffiliates. The restriction contained Company and Employee further acknowledge that the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the preceding sentence public shall not apply cause irreparable harm, damage and loss to any the Company and the Affiliates. Accordingly, Employee acknowledges and agrees: (a) that the Proprietary Information that (i) is a matter of public knowledge (which and shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to the Company (or the applicable Affiliate) upon request of the Company (or the Affiliate), or expiration or termination of Employee’s employment hereunder for any reason; and Employee’s Initials: (d) to hold the Executive's employment Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of the Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, for a period of two (2) years after the expiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the CorporationProprietary Information which (i) was in Employee’s possession, all originalsfree of any obligation of confidence, copies and reprints prior to his receipt from the Company or its Affiliate, (ii) Employee establishes the Proprietary Information is already in the Executive's possession, custodypublic domain at the time the Company or the Affiliate communicates it to Employee, or control shall be promptly surrendered and/or delivered becomes available to the Corporationpublic through no breach of this Agreement by Employee, or (iii) Employee establishes that he received the Proprietary Information independently and the Executive shall thereafter make in good faith from a third party lawfully in possession thereof and having no further use, either directly or indirectly, of any obligation to keep such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationinformation confidential.

Covenant Not to Disclose. a. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company’s Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the period term of this Agreement or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, to or on behalf of any person (other than the Company Group) or use for his employment own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the “Confidential Information”), whether or not obtained with the Corporation knowledge and permission of the Company and whether or at any time thereafternot developed, except with devised or otherwise created in whole or in part by the express efforts of the Executive and shall take no action that threatens to do so. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Chairman and Chief Executive Officer Company, unless compelled pursuant to the order of Harbour Group Ltd., any successor to Harbour Group Ltd. a court or their respective designees, directly other governmental or indirectly discloselegal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any PersonConfidential Information to anyone other than the Company and those designated by it, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, promptly notify the Company of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationorder and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. a. The (A) Executive warrants, covenants and agrees that he that, except in the performance of Executive’s duties under this Employment Agreement, Executive has not and will not at any time or in any manner, make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, Customer lists, employee lists, records, plans, data programs, software, or other written, printed or otherwise recorded material of any kind whatsoever, belonging to or in the possession of Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, or which is related in any manner to the past, present or prospective business of Employer. Executive shall have no right, title or interest in any such material. Executive agrees that, except in the performance of Executive’s duties under this Agreement, Executive will not, during without the period prior written consent of his Employer remove any such material without prior written consent or other proper authorization from any premises of Employer or any applicable Affiliate thereof, and that Executive will surrender all such material to Employer immediately upon the termination of Executive’s employment with the Corporation or at any time thereafterprior to termination upon request of Employer, respectively. (B) Executive warrants, covenants and agrees that, except in the performance of Executive’s duties under this Agreement, or with the express prior written consent of the Chairman and Chief Employer, Executive Officer of Harbour Group Ltd.will not at any time, any successor to Harbour Group Ltd. whether during or their respective designeesafter Executive’s employment with Employer, directly or indirectly discloseuse, communicate or divulge to any Personpublish, or use otherwise disclose for Executive’s own benefit or purpose or for the benefit or purpose of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further useEntity, either directly or indirectly, any Confidential and/or Proprietary Information. Executive hereby acknowledges that the Confidential and/or Proprietary Information and materials are commercially and competitively valuable to Employer, and are vital to the success of Employer’s business at all locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to protect its legitimate interest in its confidential information; and that the restrictions set forth in this Agreement are reasonably necessary in order to protect Employer’s legitimate interest in its Confidential and/or Proprietary Information. (C) Executive acknowledges and agrees that this covenant shall have full force and effect through the Term of this Agreement and shall remain in effect indefinitely after the Term of this Agreement. (D) Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any such dataother provision of this Agreement: (i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (a) is made (1) in confidence to a federal, designsstate, drawingsor local government official, blueprintseither directly or indirectly, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other memoranda document filed under seal in a lawsuit or written informationother proceeding. EMPLOYMENT AGREEMENT – XXXXXXX XXXXXXXXX (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing trade secrets under seal; and (b) does not disclose trade secrets, except pursuant to court order.

Covenant Not to Disclose. a. Trade Secrets or Other Confidential ------------------------------------------------------------ Information. The Executive covenants hereby assigns to Company all of his right, title, ----------- and agrees interest to, and shall promptly disclose to Company, all ideas, inventions, discoveries, or improvements (whether or not patentable) conceived or developed solely or jointly by the Executive during his employment with Company that he will not(i) relate to the business of the Company or the actual or anticipated research or development of Company; (ii) result from any work performed by the Executive for the Company; or (iii) for which equipment, supplies, facilities, or confidential information of the Company were used. During the term of this Agreement and perpetually thereafter, irrespective of the reason for termination of this Agreement or by whom, the Executive shall keep secret and shall not use all trade secrets and all other confidential and/or proprietary information, "know-how", consultant contracts, customer lists, subscription lists, sales data, supply sources, source codes, pricing policies, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, formulae, methods of manufacture, technical processes, designs and design projects, inventions and discoveries (whether or not domestic or foreign patent application have been filed therefor), research projects, experiments, investigations, searches and all other confidential documents, whether or not so labeled, and the business affairs of the Company learned by the Executive at any time during the period of his employment with the Corporation Company (collectively, the "Confidential Information"), and ------------------------ the Executive shall not disclose such Confidential Information to anyone outside of the Company, either during or at any time thereafterafter his employment by the Company, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. as required by law or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter course of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreementperforming his duties hereunder. All memoranda, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sellnotes, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchaselists, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes records and any other documents (and all other memorandacopies thereof), including without limitation any and all written information which may be whether or has been furnished not labeled "confidential", made or compiled by or made available to the Executive or which may be produced, prepared or designed by the Executive in connection with during his employment with the Corporation Company concerning the Company, or any of its affiliates shall be, become be the Company's property and remain shall be delivered to the exclusive property of the Corporation. Upon Company promptly upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custodyCompany, or control shall be promptly surrendered and/or delivered to at any time upon request of the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationCompany.

Covenant Not to Disclose. a. The Executive Trade Secrets and Other Confidential ------------------------------------------------------------- Information. Physician covenants and agrees that from the date hereof and for ----------- all time he will notor she shall treat as confidential and shall not use, during the period disclose, reveal or divulge (except in connection with Physician's performance of his employment or her duties to the Corporation, pursuant to this Agreement and as provided in Section 14 with respect to medical records of patients transferred in accordance with the Corporation or at any time thereafter, except with the express prior written consent terms of the Chairman and Chief Executive Officer of Harbour Group Ltd.Section 14), any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which and all trade secret information concerning the Corporation or its Subsidiaries are engagedbusiness obtained by Physician in any manner during his or her employment with the Corporation. For purposes hereof, "trade secret information" shall mean all information including, but not limited to, (i) on lists of actual or potential patients, lists of actual or potential suppliers, lists of referral sources, lists of third party payors, including without limitation, managed care entities, insurance companies, and self-insured employers, with whom the date Corporation contracted or from whom the Corporation received an assignment of benefits or other reimbursement at any time during the term of this AgreementAgreement ("Third Party Payors") and lists of medical service fees, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation any new product developments, special or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation unique processes or its Affiliates methods, or (iii) that any marketing, sales, advertising or other concepts or plans of the Corporation or of PHC, technical or nontechnical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, and product plans, which information is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services known only to the Corporation and those of its employees in whom the trade secret must be confided in order to apply the trade secret to its intended use and from which the Corporation derives actual or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services potential economic value from the Corporation nondisclosure of such information to persons who can obtain economic value from its disclosure or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes use. Physician further covenants and any agrees that during his or her employment hereunder and all other memoranda, including without limitation any and all written information which may be or has been furnished to for a period of five (5) years immediately following the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property date of the Corporation. Upon the termination cessation of the ExecutivePhysician's employment with the Corporation, all originalsPhysician shall treat as confidential and shall not use, copies and reprints in the Executive's possession, custodydisclose, or control shall be promptly surrendered and/or delivered divulge (except in connection with Physician's performance of his or her duties to the Corporation), any confidential business information regarding the Corporation that does not fall within the definition of "trade secret information" as defined in this Section. Such confidential business information shall include, without limitation, the material terms of the Merger Agreement or the agreements contemplated therein, or any other written agreement between the parties hereto, information disclosed to, acquired, or learned by Physician as a consequence of his or her employment by the Corporation and not generally known to or by the Executive shall thereafter make no further useCorporation's competitors or the general public about the business of the Corporation or the Corporation's financial affairs, either directly or indirectly, all of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationwhich is hereby agreed to be the property of and confidential to the Corporation.

Covenant Not to Disclose. a. The Executive (a) Consultant covenants and agrees that he will not, during the period of his employment consultancy with the Corporation Company or at any time thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any PersonPerson (as defined in Section 22 hereof), or use for the benefit of any Person, any Proprietary InformationInformation (as defined in Section 22 hereof). The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge generally known in the industries in which the Corporation or its Subsidiaries are engaged) Company's industry after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates Company, or (iii) that is furnished in the Ordinary Course acquired from another source which is under no obligation of Business confidentiality to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its SubsidiariesCompany. b. (b) All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation documents or property of the Company in any and all written information form which may be or has been furnished to the Executive Consultant during his employment with Company or his consultancy hereunder or which may be was produced, prepared or designed by the Executive Consultant in connection with his employment with the Corporation Company or his consultancy hereunder shall be, become and remain the exclusive property of Company; provided that matters produced, prepared or designed by Consultant during his consultancy hereunder shall be covered by the Corporation. Upon foregoing provision only if such matters either relate to the termination current business of the Executive's employment with Company, relate to matters on which Consultant has worked on behalf of the CorporationCompany, or utilize confidential or proprietary information of the Company. Consultant acknowledges that all originals, copies and reprints in the ExecutiveConsultant's possession, custody, custody or control shall be promptly have been surrendered and/or delivered to Company as of the Corporationdate he signs this Agreement. Consultant further agrees that he will return all originals, copies and reprints that come into Consultant's possession during his consultancy (i) upon request by Company or (ii) termination of the Executive consultancy for any reason, whichever occurs first. Consultant agrees that he shall thereafter make no further useuse (except as contemplated hereby), either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written information.

Covenant Not to Disclose. a. The Executive covenants Company and agrees that he will notEmployee recognize that, during the period course of his Employee’s employment with the Corporation or at any time thereafterCompany, except with the express prior written consent Company has disclosed and will continue to disclose to Employee Proprietary Information concerning the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of the Chairman Company and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary InformationAffiliates. The restriction contained Company and Employee further acknowledge that the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Employee of such assets to the preceding sentence public shall not apply cause irreparable harm, damage and loss to any the Company and the Affiliates. Accordingly, Employee acknowledges and agrees: (a) that the Proprietary Information that (i) is a matter of public knowledge (which and shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling his obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to the Company (or the applicable Affiliate) upon request of the Company (or the Affiliate), or expiration or termination of Employee’s employment hereunder for any reason; and Employee’s Initials: (d) to hold the Executive's employment Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of the Company. The obligations and restrictions set forth in this Section 8.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (x) as to Trade Secrets, indefinitely, and (y) as to Confidential Information, for a period of two (2) years after the expiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret and confidential information laws. The obligations set forth in this Section 8.02 shall not apply or shall terminate with respect to any particular portion of the CorporationProprietary Information which (i) was in Employee’s possession, all originalsfree of any obligation of confidence, copies and reprints prior to his receipt from the Company or its Affiliate, (ii) Employee establishes the Proprietary Information is already in the Executive's possession, custodypublic domain at the time the Company or the Affiliate communicates it to Employee, or control shall be promptly surrendered and/or delivered becomes available to the Corporationpublic through no breach of this Agreement by Employee, or (iii) Employee establishes that he received the Proprietary Information independently and the Executive shall thereafter make in good faith from a third party lawfully in possession thereof and having no further use, either directly or indirectly, of any obligation to keep such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written informationinformation confidential.