Common use of Covenant Not to Disclose Clause in Contracts

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to any such information relating to Company's, or an Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information.

Covenant Not to Disclose. Officer Executive acknowledges that during the course of OfficerExecutive's employment with Company, Officer Executive has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer Executive hereby agrees and acknowledges that Officer Executive owes a duty to Company not to disclose, and agrees that, during and after the term of OfficerExecutive's employment, Officer Executive will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out OfficerExecutive's duties as an employee of Company, or as required by law or legal process. Officer Executive will use OfficerExecutive's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out OfficerExecutive's duties as an employee of the Company, or as may be required by law or legal process. Officer Executive will return to Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer Executive as an employee of the Company no longer require OfficerExecutive's possession thereof, or whenever Company shall so request, and and, in any event event, will promptly return all such Confidential Information if OfficerExecutive's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to to, any such information relating to Company's, or an Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an Affiliate's 's, past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer Executive is Confidential Information.

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company(A) Executive warrants, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, covenants and agrees that, during except in the performance of Executive’s duties under this Employment Agreement, Executive has not and after 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 term possession of Officer's Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, Officer will not communicateor which is related in any manner to the past, publish present or disclose to prospective business of Employer. Executive shall have no right, title or interest in any person anywhere or use any Confidential Information (as defined below) for any purpose such material. Executive agrees that, except in accordance the performance of Executive’s duties under this Agreement, Executive will not, without the prior written consent of 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 or at any time prior 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 prior written consent of CompanyEmployer, where necessary Executive will not at any time, whether during or appropriate to carry out Officer's duties as an employee of Companyafter Executive’s employment with Employer, use, publish, or as required by law otherwise disclose for Executive’s own benefit or legal processpurpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Officer will use Officer's best efforts 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 times locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to hold 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 other 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 and to safeguard any Confidential Information from becoming known by any unauthorized person anda federal, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Companystate, or as may be required by law local government official, either directly or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereofindirectly, or whenever Company shall so request, to an attorney; and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For (2) solely for the purpose of this Agreementreporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, "Confidential Information" shall mean 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 information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but document containing trade secrets under seal; and (b) does not limited to any such information relating to Company's, or an Affiliate's, members or insureds, disclose trade secrets, proprietary data and information relating except pursuant to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Informationcourt order.

Covenant Not to Disclose. Officer Executive acknowledges that during the course of OfficerExecutive's employment with Company, Officer Executive has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an AffiliateAffiliate of Company. As a consequence, Officer Executive hereby agrees and acknowledges that Officer Executive owes a duty to Company not to disclose, and agrees that, during and after the term of OfficerExecutive's employment, Officer Executive will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out OfficerExecutive's duties as an employee of Company, or as required by law or legal process. Officer Executive will use OfficerExecutive's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out OfficerExecutive's duties as an employee of the Company, or as may be required by law or legal process. Officer Executive will return to Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer Executive as an employee of the Company no longer require OfficerExecutive's possession thereof, or whenever Company shall so request, and and, in any event event, will promptly return all such Confidential Information if OfficerExecutive's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate of Company which, if disclosed, could be detrimental to Company or an its Affiliate, including, but not limited to to, any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its Affiliate's 's, past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer Executive is Confidential Information.

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an AffiliateAffiliate of Company. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information.

Covenant Not to Disclose. Officer acknowledges that The Company and Employee recognize that, during the course of Officer's Employee’s employment with the Company, Officer the Company has or disclosed and will have access continue to disclose to Employee Confidential Information concerning the Company and knowledge the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of certain information which constitute valuable assets of the Company and data which the Affiliates. The Company considers confidentialand 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 the release disclosure by Employee of such information or data assets to unauthorized persons could be detrimental the public shall cause irreparable harm, damage and loss to the Company or an Affiliateand the Affiliates. As a consequenceAccordingly, Officer hereby agrees and Employee acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during except as may be required by law: (a) that the Confidential Information is and after shall remain the term exclusive property of Officer's employment, Officer will the Company (or the applicable Affiliate); (b) to use the Confidential Information exclusively for the purpose of fulfilling the obligations under this Agreement; and (c) to hold the Confidential Information in confidence and not communicatecopy, publish or disclose to others or allow any person anywhere other party to copy, publish or use disclose to others in any form, any Confidential Information (as defined below) for any purpose except in accordance with without the prior written consent approval of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent authorized representative of the Company. These obligations shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. The confidentiality, where necessary 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. Anything herein to the contrary notwithstanding, Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order or other valid and appropriate to carry out Officer's duties as an employee of legal process; provided, however, that in the Company, or as may be event such disclosure is required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of law, Employee shall provide the Company no longer require Officer's possession thereof, or whenever with prompt notice of such requirement so that the Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or may seek an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited appropriate protective order prior to any such information relating to Company's, or an Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Informationrequired disclosure by Employee.

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an AffiliateAffiliate of Company. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information.. Revised March 5, 2001 8 9

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company(A) Executive warrants, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, covenants and agrees that, during except in the performance of Executive’s duties under this Agreement, Executive has not and after 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 term possession of Officer's Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, Officer will not communicateor which is related in any manner to the past, publish present or disclose to prospective business of Employer. Executive shall have no right, title or interest in any person anywhere or use any Confidential Information (as defined below) for any purpose such material. Executive agrees that, except in accordance the performance of Executive’s duties under this Agreement, Executive will not, without the prior written consent of 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 or at any time prior 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 prior written consent of CompanyEmployer, where necessary Executive will not at any time, whether during or appropriate to carry out Officer's duties as an employee of Companyafter Executive’s employment with Employer, use, publish, or as required by law otherwise disclose for Executive’s own benefit or legal processpurpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Officer will use Officer's best efforts 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 times locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to hold 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 other 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 and to safeguard any Confidential Information from becoming known by any unauthorized person anda federal, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Companystate, or as may be required by law local government official, either directly or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereofindirectly, or whenever Company shall so request, to an attorney; and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For (2) solely for the purpose of this Agreementreporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. EMPLOYMENT AGREEMENT – XXXX XXXXXXXX (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, "Confidential Information" shall mean Executive may disclose Employer’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (a) files any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but document containing trade secrets under seal; and (b) does not limited to any such information relating to Company's, or an Affiliate's, members or insureds, disclose trade secrets, proprietary data and information relating except pursuant to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Informationcourt order.

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an AffiliateAffiliate of Company. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information. Revised March 5, 2001 8 9 C. Covenant Not to Compete.

Covenant Not to Disclose. Officer Executive acknowledges that during the ------------------------ course of OfficerExecutive's employment with Company, Officer Executive has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer Executive hereby agrees and acknowledges that Officer Executive owes a duty to Company not to disclose, and agrees that, during and after the term of OfficerExecutive's employment, Officer Executive will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out OfficerExecutive's duties as an employee of Company, or as required by law or legal process. Officer Executive will use OfficerExecutive's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out OfficerExecutive's duties as an employee of the Company, or as may be required by law or legal process. Officer Executive will return to Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer Executive as an employee of the Company no longer require OfficerExecutive's possession thereof, or whenever Company shall so request, and and, in any event event, will promptly return all such Confidential Information if OfficerExecutive's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to to, any such information relating to Company's, or an Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an Affiliate's 's, past, present or future business, price lists, client lists, processes, procedures or standards, know-know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer Executive is Confidential Information.

Covenant Not to Disclose. Officer Executive acknowledges that during the course of Officer's his employment with Company, Officer the Company he has or will have access to and knowledge of certain information and data which the Company considers confidential, and that the release of such information or data to unauthorized persons could would be extremely detrimental to Company or an Affiliatethe Company. As a consequence, Officer Executive hereby agrees and acknowledges that Officer he owes a duty to the Company not to disclose, and agrees that, during and or after the term of Officer's his employment, Officer without the prior written consent of the Company he will not communicate, publish or disclose disclose, to any person anywhere or use any Confidential Information (as defined belowhereinafter defined) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's his duties as an employee of Company, contemplated by this Agreement or as required by law or legal process. Officer Executive will use Officer's his best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's his duties as an employee of the Company, contemplated by this Agreement or as may be required by law or legal process. Officer Executive will return to the Company all Confidential Information in OfficerExecutive's possession or under OfficerExecutive's control when the duties of Officer as an employee of the Company Executive no longer require OfficerExecutive's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if OfficerExecutive's employment relationship with the Company terminates is terminated and will not retain any copies thereof. For purposes hereof the purpose of this Agreement, term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company that is not known generally to the industry in which the Company is or an Affiliate whichmay be engaged, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to including without limitation any such information relating to Company's, or an Affiliate's, members or insureds, and all trade secrets, proprietary data and information relating to the Company's, or an Affiliate's past, present or future business, price lists, client customer lists, names of Company employees, performance assessments of Company employees, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which the Company advises Officer is Confidential InformationExecutive should be treated as confidential information.

Covenant Not to Disclose. Officer acknowledges that during the course ------------------------ of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but not limited to any such information relating to Company's, or an Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information.copies

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company(A) Executive warrants, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an Affiliate. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, covenants and agrees that, during except in the performance of Executive’s duties under this Agreement, Executive has not and after 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 term possession of Officer's Employer, which may be produced or created by or come into the possession of Executive in the course of Executive’s employment, Officer will not communicateor which is related in any manner to the past, publish present or disclose to prospective business of Employer. Executive shall have no right, title or interest in any person anywhere or use any Confidential Information (as defined below) for any purpose such material. Executive agrees that, except in accordance the performance of Executive’s duties under this Agreement, Executive will not, without the prior written consent of 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 or at any time prior 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 prior written consent of CompanyEmployer, where necessary Executive will not at any time, whether during or appropriate to carry out Officer's duties as an employee of Companyafter Executive’s employment with Employer, use, publish, or as required by law otherwise disclose for Executive’s own benefit or legal processpurpose or for the benefit or purpose of any other Entity, either directly or indirectly, any Confidential and/or Proprietary Information. Officer will use Officer's best efforts 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 times locations at which Employer does business; that by this Agreement, Employer is taking reasonable steps to hold 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 other 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 and to safeguard any Confidential Information from becoming known by any unauthorized person anda federal, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Companystate, or as may be required by law local government official, either directly or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereofindirectly, or whenever Company shall so request, to an attorney; and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For (2) solely for the purpose of this Agreementreporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, "Confidential Information" shall mean Executive may disclose Employer’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (a) files any information or data used by or belonging or relating to Company or an Affiliate which, if disclosed, could be detrimental to Company or an Affiliate, including, but document containing trade secrets under seal; and (b) does not limited to any such information relating to Company's, or an Affiliate's, members or insureds, disclose trade secrets, proprietary data and information relating except pursuant to Company's, or an Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Informationcourt order.

Covenant Not to Disclose. Officer acknowledges that during the course of Officer's employment with Company, Officer has or will have access to and knowledge of certain information and data which Company considers confidential, and that the release of such information or data to unauthorized persons could be detrimental to Company or an AffiliateAffiliate of Company. As a consequence, Officer hereby agrees and acknowledges that Officer owes a duty to Company not to disclose, and agrees that, during and after the term of Officer's employment, Officer will not communicate, publish or disclose to any person anywhere or use any Confidential Information (as defined below) for any purpose except in accordance with the prior written consent of Company, where necessary or appropriate to carry out Officer's duties as an employee of Company, or as required by law or legal process. Officer will use Officer's best efforts at all times to hold in confidence and to safeguard any Confidential Information from becoming known by any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied except in accordance with the prior written consent of the Company, where necessary or appropriate to carry out Officer's duties as an employee of the Company, or as may be required by law or legal process. Officer will return to Company all Confidential Information in Officer's possession or under Officer's control when the duties of Officer as an employee of the Company no longer require Officer's possession thereof, or whenever Company shall so request, and in any event will promptly return all such Confidential Information if Officer's employment with Company terminates and will not retain any copies thereof. For the purpose of this Agreement, "Confidential Information" shall mean any information or data used by or belonging or relating to Company or an Affiliate of Company which, if disclosed, could be detrimental to Company or an AffiliateAffiliate of Company, including, but not limited to any such information relating to Company's, or an its Affiliate's, members or insureds, trade secrets, proprietary data and information relating to Company's, or an its Affiliate's past, present or future business, price lists, client lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or any other information or data which Company advises Officer is Confidential Information.. Revised March 5, 2001