Common use of Disclosure of Confidential Information Clause in Contracts

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information information acquired by the Employee Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his his/her prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. Confidential and Proprietary Information (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“hereinafter Confidential Information”)) is defined to include, including but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its products, services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such plans for future developments and other information (i) which is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value readily available to the Corporationpublic. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the sole property of the Corporation, and has been Company. Confidential Information is developed and will be acquired developed by him in confidenceor for the Company at great expense. In consideration Employee agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the obligations undertaken by Company. Employee shall not make use of any Confidential Information for his or her own purposes or the Corporation hereinbenefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, at any time, during or after the term of his employment hereunderor her employment, reveal, divulge use or make known disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that upon request by the Employee during the course Company, and in any event upon termination of his employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under his or her control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation connected with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the or derived from Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation Company whether or its subsidiaries, except not such material is at the date hereof in Employee’s possession. Employee agrees that he or she shall have no proprietary interest in any work product developed or used by Employee arising out of his prior knowledge of Lighter Than Air Systems Corp. which was acquired or her employment by the Corporation. (c) In Company. Employee shall, from time to time as may be requested by the event that Company, do all things which may be necessary to establish or document the EmployeeCompany’s employment with the Corporation terminates for ownership interest in any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal naturesuch work product, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation to execution of appropriate copyright applications or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationassignments.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he has had and will continue Company may disclose to have access to secret DelStaff proprietary and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”)information, including but not limited to, its productsany and all information, methodswhether oral or written, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and relating to the business plans, provided such information (i) is not in or does not hereafter become part of the public domainCompany (all such information, the “Information”). DelStaff acknowledges that neither the Company, nor its Affiliates, makes any express or implied representation or warranty to it as to the accuracy or completeness of the Information. DelStaff agrees and covenants, and shall use its reasonable best efforts to ensure that: (a) All Information shall be held in strict confidence by DelStaff and its Affiliates, officers, managers, members, employees, financing sources, agents and financial and legal advisors (collectively, the “Representatives”) and shall not be disclosed to any other Person, without the Company’s prior written consent or except as may be required by law, regulation or legal process, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporationextent such Information is or becomes publicly available, is the sole property other than as a result of the Corporation, and has been and a breach of this Article III. DelStaff also agrees that it will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known direct its Representatives not to disclose to any person, any Confidential Information acquired by other Person that DelStaff has received the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunderInformation. (b) The Employee affirms Until the Information is or becomes publicly available, other than as a result of a breach of this Article III, DelStaff shall use the Information only for monitoring and evaluating DelStaff’s investment in the Company and not for any other purpose or in any manner that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information would constitute a violation of any prior employer(s) in providing services to the Corporation applicable laws or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporationregulations. (c) DelStaff shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Information. (d) In the event that DelStaff or any of its Representatives is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Employee’s employment with Information or any other information concerning the Corporation terminates for any reasonCompany, it will notify the Employee shall deliver forthwith to Company promptly so that the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain Company may (i) papers and seek a protective order or other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, appropriate remedy or (ii) information showing his compensation consult with DelStaff to take steps to resist or relating narrow the scope of such request or legal process. In the event that no such protective order or other remedy is obtained, DelStaff and its Representatives shall furnish only that portion of the Information which, under advise of counsel, is legally required and will exercise reasonable best efforts to reimbursement of expenses, (iii) information obtain reliable assurance that he reasonably believes may confidential treatment will be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with accorded the CorporationInformation so furnished.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information information acquired by the Employee Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges Confidential and agrees that he has had proprietary information may be disclosed to the Purchaser and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”)Parent, including but not limited to, its productsany and all information, methodswhether oral or written, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and relating to the business plans, provided such information (i) is not in or does not hereafter become part of the public domainCompany (all such information, the “Information”). The Purchaser and the Parent acknowledge that neither the Company, nor its Affiliates, makes any express or implied representation or warranty to it as to the accuracy or completeness of the Information. The Purchaser and the Parent agree and covenant, and shall each use its reasonable best efforts to ensure that: (a) All Information shall be held in strict confidence by the Parent, the Purchaser and their respective Affiliates and their respective directors, officers, employees, financing sources, agents and financial and legal advisors (collectively, the “Purchaser Representatives”) and shall not be disclosed to any other Person, without the Company’s prior written consent or except as may be required by law, regulation or legal process, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporationextent such Information is or becomes publicly available, is the sole property other than as a result of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions a breach of this Section 8 shall survive the termination of the Employee’s employment hereunderArticle VII. (b) The Employee affirms Until the Information is or becomes publicly available, other than as a result of a breach of this Article VII, the Parent, the Purchaser and their respective Affiliates shall use the Information only for monitoring and evaluating the Purchaser’s investment in the Company and not for any other purpose or in any manner that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information would constitute a violation of any prior employer(s) in providing services to the Corporation applicable laws or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporationregulations. (c) The Purchaser and the Parent shall each take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Information. (d) In the event that the Employee’s employment with the Corporation terminates for any reasonParent, the Employee shall deliver forthwith Purchaser or any of the Purchaser Representatives is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Information or any other information concerning the Company, it will, to the Corporation any and all originals and copiesextent legally permitted, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain notify the Company promptly so that the Company may (i) papers and seek a protective order or other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, appropriate remedy or (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, consult with the CorporationPurchaser to take steps to resist or narrow the scope of such request or legal process. In the event that no such protective order or other remedy is obtained, each of the Parent, the Purchaser and the Purchaser Representatives shall furnish only that portion of the Information which, under advice of counsel, is legally required and will exercise reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded the Information so furnished.

Disclosure of Confidential Information. The Department may disclose: (a) The Employee recognizesto any other department statutory board or office of the Isle of Man Government (and to any of its officers, acknowledges directors, employees, professional advisers and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”auditors), including but not limited toin addition to any publicly available information, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information about this agreement and/or the Student as the Department shall consider appropriate, if the person to whom the information is given is informed that it: (i) is not in or does not hereafter become part of the public domain, or confidential; and (ii) became known may be personal and/or sensitive, except that the Department does not need to others through no fault inform the recipient of information disclosed pursuant to clause 11.2(a)(i) and clause 11.2(a)(ii) above, if the recipient is subject to professional obligations to maintain the confidentiality of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder.information; (b) The Employee affirms that he does not possess to any actual or potential assignee or transferee of its rights or obligations under this agreement (and will not rely upon any of their professional advisers), in addition to any publicly available information, such information about this agreement and/or the protected trade secrets or confidential or proprietary Student as the Department shall consider appropriate, if the person to whom the information of any prior employer(s) in providing services to the Corporation or its subsidiariesis given has entered into a Confidentiality Undertaking, except his prior knowledge that there shall be no requirement for a Confidentiality Undertaking if the recipient is subject to professional obligations to maintain the confidentiality of Lighter Than Air Systems Corp. which was acquired by the Corporation.information; (c) In to any person with (or through) whom it enters into (or may enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, this agreement and/or the Student in addition to any publicly available information, such information about this agreement and/or the Student as the Department shall consider appropriate, if the person to whom the information is given has entered into a Confidentiality Undertaking, except that there shall be no requirement for a Confidentiality Undertaking if the recipient is subject to professional obligations to maintain the confidentiality of the information; (d) to its professional advisers, any governmental, banking, taxation or regulatory authority or similar body, or any other person to the extent that it is required to do so by any applicable law, regulation, court order or the rules of any relevant stock exchange, any information about this agreement and the Student and (e) in the event that of any breach of the Employee’s employment with terms of this agreement and/or default in payment of the Corporation terminates for Loan, to any reason, agent or contractor instructed by the Employee shall deliver forthwith Department to the Corporation take enforcement action and/or to any and all originals and copies, including those in electronic credit reference agency or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationequivalent body.

Disclosure of Confidential Information. (a) The Employee recognizesNotwithstanding anything to the contrary in this Agreement, acknowledges and agrees that he has had and will continue disclosure of Confidential Information shall only be made to have access to secret and confidential information regarding the Corporationextent the Parties may agree, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become there being no obligation on the part of the public domain, or (ii) became known either Party to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, disclose any Confidential Information acquired by to the Employee during other Party. Any Party which may, from time to time, disclose Confidential Information hereunder to the course other Party may make such disclosure orally, in writing, or partly orally and in writing. Both Parties agree to keep all Confidential Information confidential and in particular shall: a. keep all documents and other material bearing or incorporating any Confidential Information separate from all other documents and materials and at their usual place of his employmentbusiness; b. not copy the Confidential Information, which is treated as confidential by in whole or in part, without the Corporationprior written consent of the other Party, and if any copies are made, keep a written record of all copies or reproduction of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (if anyone). That record shall be available for inspection by each party upon giving the other not otherwise less than two business days notice in writing; c. exercise in relation to the public domainConfidential Information no lesser security measures and degree of care than those which each applies to its own confidential information (and which each warrant, as providing adequate protection against any unauthorized disclosure, copying or use); d. not to use the Confidential Information for any purpose other than the implementation of this Agreement; e. not to disclose the Confidential Information to another person except that either may disclose the Confidential Information: i. to its employees, professional advisors, or authorized representatives who are engaged in activities within the scope of this Agreement and who have agreed to be bound by confidentiality obligations at least as strict as those imposed by this Agreement; and ii. if disclosure is required by law (but only after Employee has law, by a court of competent jurisdiction or by another appropriate regulatory body provided that the Corporation with reasonable notice and opportunity Party required to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services disclose gives to the Corporation or its subsidiaries, except his prior knowledge other Party not less than two business days notice in writing of Lighter Than Air Systems Corp. which was acquired by the Corporationthat disclosure. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. Without the consent of the Company, the Participant shall not disclose to any other person Confidential Information (aas defined below) concerning the Xxxxx-Danfoss Group or any of its trade secrets of which the Participant has gained knowledge during his employment with the Xxxxx-Danfoss Group. Any trade secrets of the Xxxxx-Danfoss Group will be entitled to all of the protections and benefits under the Iowa Code Annotated Section 550.1 through 550.8 and any other applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Award Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Award Agreement. The Employee recognizesParticipant hereby waives any requirement that the Company submits proof of the economic value of any trade secret or posts a bond or other security. None of the foregoing obligations and restrictions apply to any part of the Confidential Information that the Participant demonstrates was or became generally available to the public other than as a result of a disclosure by the Participant. The Participant will not remove from the premises of the Xxxxx-Danfoss Group (except to the extent such removal is for purposes of the performance of the Participant’s duties at home or while traveling, acknowledges and agrees or except as otherwise specifically authorized by the Company), any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form, that he has had and will continue to have access to secret and confidential information regarding contains Confidential Information (collectively, the Corporation, its subsidiaries and their respective businesses (“Confidential InformationProprietary Items”). The Participant recognizes that, including but as between the Company or any member of the Xxxxx-Danfoss Group and the Participant, all of the Proprietary Items, whether or not limited todeveloped by the Participant, its productsare the exclusive property of the Company or the member of the Xxxxx-Danfoss Group, methodsas the case may be. Upon termination of this Award Agreement by either party, formulasor upon the request of the Company or any member of the Xxxxx-Danfoss Group during the employment period, software codethe Participant will return to the Company or the Xxxxx-Danfoss Group member all of the Proprietary Items in the Participant’s possession or subject to the Participant’s control, patentsand the Participant shall not retain any copies, sources abstracts, sketches, or other physical embodiment of supplyany of the Proprietary Items. For purposes of this Award Agreement, customer dealingsConfidential Information shall include any and all information concerning the business and affairs of the Xxxxx-Danfoss Group, including, without limitation, product specifications, data, know-how, trade secrets formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, provided such computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, agents, personnel training and techniques and materials, insurance products, premium structures, information (i) relating to suppliers and supplies, sales and marketing information and strategy, notes, analysis, compilations, studies, summaries, and other material prepared by or for the Xxxxx-Danfoss Group containing or based, in whole or in part, on any information included in the foregoing, and any information, however documented, that is not in or does not hereafter become part a trade secret within the meaning of the public domain, or (ii) became known to others Iowa Code Annotated Section 550.1 through no fault of the Employee550.8. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions Any nonenforcement of this Section 8 shall survive 14 will not be construed to be a waiver by the termination Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of compliance with this Section 14 at any time prior to the date that is eighteen (18) months after the end of the Employee’s employment hereunder. (b) Performance Period. The Employee affirms that he does not possess Company or any member of the Xxxxx-Danfoss Group may seek restitution and will not rely upon repayment of the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services total payments made to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by Participant under this Award Agreement if the Corporation. (c) In the event Company determines that the Employee’s employment with Participant has violated this Section 14 during the Corporation terminates for any reason, eighteen (18) month period following the Employee shall deliver forthwith to end of the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the CorporationPerformance Period.

Disclosure of Confidential Information. (a) The Employee recognizesDuring Recipient’s employment with the Company, acknowledges and agrees that he has had and Recipient will continue to have access to secret and become familiar with certain proprietary and confidential information regarding of the CorporationCompany and its Subsidiaries not known to the public generally, or by its subsidiaries and their respective businesses actual or potential competitors (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee Recipient acknowledges that such information is of great value to the Corporationconstitutes valuable, is the sole property special, and unique assets of the CorporationCompany’s business, even though such information may not be of a technical nature and has been and will may not be acquired by him in confidenceprotected under trade secret or related laws. In consideration of the obligations undertaken by the Corporation herein“Confidential Information” includes any Company proprietary information, the Employee will nottechnical data, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal natureknow-how, including, but not limited to research, strategic and marketing plans, product plans, products, services, markets, processes, policies, financial or other business information disclosed to, photographsor discovered by, correspondenceRecipient either directly or indirectly, personal diariesduring Recipient’s employment with the Company. Recipient further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act or omission of his/her or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. Recipient will not, calendars and rolodexeswithout the prior written approval from an authorized officer of the Company, personal files and phone booksdirectly or indirectly (i) reveal, report, publish, disclose or transfer any Confidential Information, other than information that constitutes “trade secrets” under applicable state law (“Company Trade Secrets”), to any person, firm, corporation or entity, or (ii) use any Confidential Information for any purpose or for the benefit of any person, firm, corporation or entity. Further, for so long as such information showing his compensation remains Company Trade Secrets under applicable state laws, Recipient shall not, without the prior written approval from an authorized officer of the Company, directly or relating to reimbursement of expensesindirectly (i) reveal, (iii) report, publish, disclose or transfer any information that he reasonably believes may be needed for tax purposes and (iv) copies of plansconstitutes Company Trade Secrets to any person, programs and agreements relating to his employmentfirm, corporation or entity, or termination thereof(ii) use any of the Company Trade Secrets for any purpose or for the benefit of any person, firm, corporation or entity. Nothing in this Agreement will be construed to prohibit Recipient from filing a charge, complaint, or report with, or otherwise communicating with, providing information to, or cooperating, or participating with any investigation or proceeding by or before the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission. Furthermore, in accordance with the CorporationDefend Trade Secrets Act of 2016, 18 U.S.C. Section 1833(b), Recipient shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges Confidential and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses Proprietary Information (“Confidential Information”)) is defined to include, including but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its products, services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such plans for future developments and other information (i) which is not in readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or does not hereafter become part of other party transacting business with the public domain, or (ii) became known to others through no fault of the EmployeeCompany. The Employee hereby acknowledges that such information Confidential Information is of great value to the Corporation, is the sole property of the Corporation, and has been developed and will be acquired developed by him in confidenceor for the Company at great expense. In consideration Employee will have access to and receive Confidential Information and agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the obligations undertaken by Chief Executive Officer and/or President of the Corporation hereinCompany. Employee shall not make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, at any time, during or after his employment hereunderthe term of Employee’s employment, reveal, divulge use or make known disclose the list of the Company’s customers or any part thereof to any person, any Confidential Information acquired by the Employee during the course of his employmentfirm, which is treated as confidential by the Corporationcorporation, and not otherwise in the public domainassociation, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates other entity for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic reason or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationpurpose whatsoever.

Disclosure of Confidential Information. (a) The Employee recognizesAs used herein, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“"Confidential Information”" means any and all information affecting or relating to the business of the Company and its Affiliates, including without limitation, financial data, customer lists and data, licensing arrangements, business strategies, pricing information, product development, intellectual, artistic, literary, dramatic or musical rights, works, or other materials of any kind or nature (whether or not entitled to protection under applicable copyright laws, or reduced to or embodied in any medium or tangible form), including but not limited towithout limitation, its products, methods, formulas, software codeall copyrights, patents, sources trademarks, service marks, trade secrets, contract rights, titles, themes, stories, treatments, ideas, concepts, technologies, art work, logos, hardware, software, and as may be embodied in any and all computer programs, tapes, diskettes, disks, mailing lists, lists of supplyactual or prospective customers and/or suppliers, customer dealingsnotebooks, datadocuments, memoranda, reports, files, correspondence, charts, lists and all other written, printed or otherwise recorded material of any kind whatsoever and any other information, whether or not reduced to writing, including "know-how", trade secrets ideas, concepts, research, processes, and business plans, provided such information (i) is not in or . "Confidential Information" does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges include information that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, information that is generally known in the trade, or information that Executive can prove he acquired wholly independently of his employment with the Company. Executive shall not, at any time during the Term or thereafter, directly or indirectly, disclose or furnish to any other person, firm or corporation any Confidential Information, except in the course of the proper performance of his duties hereunder or as required by law (but only after Employee has provided in which event Executive shall give prior written notice to Company and shall cooperate with Company and Company's counsel in complying with such legal requirements). Promptly upon the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the expiration or termination of Executive's employment hereunder for any reason or whenever the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services Company so requests, Executive shall surrender to the Corporation Company all documents, drawings, work papers, lists, memoranda, records and other data (including all copies) constituting or its subsidiaries, except his prior knowledge pertaining in any way to any of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided and Employee shall keep such information confidential unless such information (i) is not in or does not hereafter become has becomes part of the public domain, or (ii) became known to others through no fault of the EmployeeEmployee (iii) was disclosed by a third party who has an independent right to such information prior to the date of this Agreement or (iv) was available to Employee prior to this Agreement on a non-confidential basis from a party not bound by a confidentiality agreement with the Corporation. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, and the Employee does not remain on the Board, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges Confidential and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses Proprietary Information (“Confidential Information”)) is defined to include, including but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its products, services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such plans for future developments and other information (i) which is not in readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or does not hereafter become part of other party transacting business with the public domain, or (ii) became known to others through no fault of the EmployeeCompany. The Employee hereby acknowledges that such information Confidential Information is of great value to the Corporation, is the sole property of the Corporation, and has been developed and will be acquired developed by him in confidenceor for the Company at great expense. In consideration Employee will have access to and receive Confidential Information and agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the obligations undertaken by Board of Directors or its designee. Employee shall not make use of any Confidential Information for Employee’s own purposes or the Corporation hereinbenefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, at any time, during or after his employment hereunderthe term of Employee’s employment, reveal, divulge use or make known disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that upon request by the Employee during the course Company, and in any event upon termination of his employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under Employee’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is treated as confidential connected with or derived from Employee’s services to the Company, whether or not such material is at the date hereof in Employee’s possession. Employee agrees that Employee shall have no proprietary interest in any work product developed or used by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions arising out of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In Company hereunder. Employee shall, from time to time as may be requested by the event that Company, do all things which may be necessary to establish or document the EmployeeCompany’s employment with the Corporation terminates for ownership interest in any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal naturesuch work product, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation to execution of appropriate copyright applications or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationassignments.

Disclosure of Confidential Information. (a) The Employee recognizesDuring the course of the Alliance, acknowledges and agrees that he has had and will continue to have each party may be given access to secret information (in hardcopy and/or electronic form) that relates to the other’s past, present, and future research, development, business activities, Alliance Services and technical knowledge, and is identified by the discloser as confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”). In connection therewith, including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information the following subsections shall apply: (ia) is not in or does not hereafter become part The Confidential Information of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will discloser may be acquired by him in confidence. In consideration of the obligations undertaken used by the Corporation herein, receiver only in connection with the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of activities permitted under this Section 8 shall survive the termination of the Employee’s employment hereunder.Agreement; (b) The Employee affirms Each party agrees to protect the confidentiality of the Confidential Information of the other in the same manner that he does not possess it protects the confidentiality of its own proprietary and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) like kind, but in providing services no event shall either party exercise less than reasonable care in protecting such Confidential Information. Access to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired Confidential Information shall be restricted to Accenture and Answerthink and Xxxxxxx personnel (including such personnel employed by the Corporation.affiliated entities) engaged in a use permitted hereby; (c) In The Confidential Information may not be copied or reproduced without the event that discloser’s prior written consent; (d) All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the Employee’s employment with first to occur of (a) completion of the Corporation terminates for any reasonrelated project or services or (b) request by the discloser, unless the Employee shall deliver forthwith receiver is otherwise allowed to retain such Confidential Information. A party may retain, subject to the Corporation any and all originals and copiesterms of this Article 12, including those copies of the other’s Confidential Information required for compliance with its record keeping or quality assurance requirements; (e) Nothing in electronic this Agreement shall prohibit or digital formats, limit either party’s use of Confidential Information; provided, however, Employee shall be entitled to retain information (i) papers and other materials of a personal nature, including, but not limited to, photographsideas, correspondenceconcepts, personal diariesknow-how, calendars techniques, and rolodexes, personal files and phone booksmethodologies) (i) previously known to it without an obligation of confidence, (ii) information showing his compensation independently developed by or relating to reimbursement of expensesfor it, (iii) information that he reasonably believes may be needed for tax purposes and acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information, or (iv) copies which is or becomes publicly available through no breach of plansthis Agreement; (f) If either party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other party, programs it shall promptly notify the other of such receipt and agreements relating tender to his employment, it the defense of such demand. The party receiving the subpoena shall thereafter be entitled to comply with such subpoena or termination thereof, with other process to the Corporationextent required by law.

Disclosure of Confidential Information. Non-Competition, Etc.. (a) The Employee recognizes, acknowledges and agrees Heath represents that he has had and will continue been informed that it is the policy of FNB to have access to maintain as secret and confidential all information regarding (1) relating to the Corporationproducts, its subsidiaries processes and/or business concepts used by FNB, and their respective businesses (“2) relating to the customers and employees of FNB ("Confidential Information”"), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee Heath further acknowledges that such information Confidential Information is of great value to the Corporation, FNB and is the sole property of FNB. The parties recognize that the Corporationservices to be performed by Heath are special and unique, and has been that by reason of his employment by FNB, he will acquire Confidential Information as aforesaid. The parties confirm that it is necessary to protect FNB's goodwill and, accordingly, Heath hereby agrees that he will not directly or indirectly (except where authorized by the Executive Committee for the benefit of FNB): (i) at any time during his employment hereunder or after he ceases to be employed by FNB, divulge to any persons, firms or corporations other than FNB (hereinafter referred to collectively as "Third Parties"), or use, or cause to authorize any third parties to use, any such Confidential Information, or any other information regarded as confidential and will be acquired valuable by him in confidence. In consideration FNB which he knows or should know is regarded as confidential and valuable by FNB (whether or not any of the obligations undertaken foregoing information is actually novel or unique or is actually known to others); or (ii) at any time during his employment hereunder and for a period of time equal to one (1) year after he ceases to be employed by FNB, referred to herein as the Corporation herein"Restricted Period", solicit or cause or authorize, directly or indirectly, to be solicited for employment, for or on behalf of himself or Third Parties, any persons who were at any time within one (1) year prior to the Employee cessation of his employment hereunder, employees of FNB; (iii) at any time during his employment hereunder and during the Restricted Period, employ or cause or authorize, directly or indirectly, to be employed, for or on behalf of himself or Third Parties, any such employees of FNB; (iv) at any time during his employment hereunder and during the Restricted Period, unless agreed to by FNB in writing, accept employment in FNB's trading area (defined herein as all areas located within fifty (50) miles by highway from an office then operated by FNB or one of its subsidiaries) as an owner, director, officer, manager, or agent in any business, firm, corporation, partnership, or other entity which is engaged in banking activities that are essentially the same as that of FNB. (v) at any time during his employment hereunder and during the Restricted Period, solicit or cause or authorize, directly or indirectly, to be solicited, for or on behalf of himself or Third Parties, any business with respect to which FNB is engaged, from Third Parties who were, at any time within one (1) year prior to the cessation of his employment hereunder, customers of FNB; or (vi) at any time during his employment hereunder and during the Restricted Period, accept or cause or authorize, directly or indirectly, to be accepted, for or on behalf of himself or any Third Party, any such business from any customers of FNB. (b) Heath agrees that he will not, at any time, during remove from FNB's premises any drawings, notebooks, data and other documents and materials relating to the business and procedures heretofore or after his employment hereunderhereafter acquired, reveal, divulge or make known to any person, any Confidential Information acquired developed and/or used by FNB without prior written consent of the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domainExecutive Committee, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services reasonably necessary to the Corporation or its subsidiaries, except discharge of his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporationduties hereunder. (c) In Heath agrees that, upon the event that the Employee’s expiration of his employment with the Corporation terminates by FNB for any reason, the Employee he shall forthwith deliver forthwith to the Corporation FNB any and all originals order books, customer lists, logs, drawings, notebooks and copiesother documents and materials, including those and all copies thereof, in electronic his possession or digital formatsunder his control relating to any Confidential Information or any Discoveries or which is otherwise the property of FNB. (d) Heath agrees that any breach, threatened breach, or alleged breach by him of any provision of Section 9 and this Section 10 shall entitle FNB, in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach, threatened breach, or alleged breach. The parties understand and intend that each restriction agreed to by Heath hereinabove shall be construed as separable and divisible from every other restriction, and that the unenforceability, in whole or in part, of Confidential Information; providedany other restriction, howeverwill not effect the enforceability of the remaining restrictions, Employee and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. No waiver of any one breach of the restrictions contained in Section 9 and this Section 10 shall be entitled to retain deemed a waiver of any future breach. (ie) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information Heath hereby acknowledges that he reasonably believes may be needed for tax purposes is fully cognizant of the restrictions imposed upon him by Section 9 and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationthis Section 10.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information information acquired by the Employee Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunderhereunder for a period of two (2) years. (b) The Employee Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. Employee agrees that Employee has a fiduciary duty to Company and that Employee shall hold in confidence and shall not, except in the course of performing Employee's employment obligations or pursuant to written authorization from Company, at any time during or for twenty-four (24) months after termination of Employee's relationship with Company (a) The Employee recognizesdirectly or indirectly reveal, acknowledges and agrees that he has had and will continue report, publish, disclose or transfer the Confidential Information or any part thereof to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses any person or entity; (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (ib) is not in or does not hereafter become part use any of the public domain, Confidential Information or any part thereof for any purpose other than for the benefit of Company; (c) assist any person or entity other than Company to secure any benefit from the Confidential Information or any part thereof or (iid) became known to others through no fault solicit (on Employee's behalf or on behalf of any third party) any employee of Company for the Employeepurpose of providing services or products which Employee is prohibited from providing hereunder. The For purposes of this Paragraph 4, Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any shall disclose Confidential Information acquired by the Employee during in the course of his employment, which is treated as confidential by performing Employee's employment obligations only to the CorporationCompany's employees who have a need to know the Confidential Information, and Employee shall use all necessary efforts to prevent inadvertent disclosure of Confidential Information to any employee of the Company who does not otherwise have a need to know the Confidential Information. Employee will immediately notify the Company in writing in the event Employee becomes aware of any independent use, publication, or disclosure of any Company's Trade Secrets or Confidential Information. No Confidential Information or Trade Secrets, or copies, summaries or compilations of any kind, will be removed from the Company's premises including its intranet or any other virtual premises of the Company or the premises of the Company's customers under any circumstances whatsoever without prior written consent of the Company unless such access is in the usual course of business and for the purpose of furtherance of the Company's business. Employee promises to return all Confidential Information and Trade Secrets, including copies, computer downloads, summaries or compilations of such information to the Company upon termination of employment or at any other time at the request of the Company. Employee expressly recognizes that the taking of the Company's Trade Secrets or Confidential Information by memory or other intangible means is and shall be no different from the taking of any such Trade Secrets or Confidential Information in a tangible form. The obligations of this Paragraph 4 shall terminate with respect to any particular portion of the Confidential Information if: (a) it is in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. domain before or during employment; or (b) The Employee affirms that he does not possess it enters the public domain subsequent to termination and will not rely upon without any fault or disclosure on the protected trade secrets part of Employee; or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reasonCompany releases Employee from restriction or (d) it is required to be disclosed by law, the Employee shall deliver forthwith but then only to the Corporation any and all originals and copies, including those in electronic or digital formats, extent of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationcourt order requiring such disclosure.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he she has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunderhereunder for a period of two (2) years. (b) The Employee affirms that he she does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he she reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizeshereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; analysis and written appraisal of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges and agrees that he has had and will continue to have access to secret and be acquiring confidential information regarding concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunderthe term of this Agreement, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, information which is treated as confidential by the Corporation, Corporation and not otherwise in the public domaindomain or previously known to him. Employee agrees that all materials or copies thereof containing confidential information of the Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the Corporation (except as required by law (but only after Employee has provided reasonably necessary in the discharge of Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or (ii) the termination of Employee's employment with the Corporation. After such delivery, Employee shall not retain any such materials or copies thereof. (b) Employee agrees to make full and prompt disclosure to the corporation of all inventions, improvements, discoveries, methods, developments, computer software (and programs and code) and works of authorship, whether not patentable or copyrightable, which were or are created, made, conceived or reduced to practice Employee or under Employee's direction or jointly with others during Employee's employment by the Corporation or during Employee's provision of services as an independent contractor to the Corporation, whether or not during normal working hours or on the premises of the Corporation (all of which are collectively referred to in this Agreement as "Developments"). (c) Employee also agrees to assign and, by executing this Agreement, Employee does hereby assign, to the Corporation (or to any person or entity designated by the Corporation) all of the Employee's rights, titles and interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 11(c) shall not apply to Developments which (i) do not relate to the present or planned business or research and development of the Corporation and (ii) are made and conceived by the Employee: (A) at a time other than during normal working hours, (B) not on the Corporation's premises and (C) not using the Corporation's tools, devices, equipment or proprietary information. Employee understands that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee's agreement to assign certain classes of inventions made by an employee, this Section 11(c) shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such class or classes. Employee also agrees to waive all claims to moral and/or equitable rights in any Developments. (d) Employee agrees to cooperate fully with the Corporation, both during and after Employee's employment with the Corporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if the Corporation is unable, after reasonable notice effort, to secure Employee's signature on any such papers, any executive officer of the Corporation shall be entitled to execute any such papers as Employee's agent and opportunity attorney-in-fact, and Employee hereby irrevocably designates and appoints each executive officer of the Corporation as Employee's agent and attorney-in-fact to execute any such papers on Employee's behalf, and to take action against any legally required disclosure. and all actions as the Corporation may deem necessary or desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence. (e) The provisions of this Section 8 11 shall survive Employee's employment hereunder for (i) a period of five (5) years commencing on the date this Agreement is terminated or (ii) three (3) years from the termination of the Employee’s employment hereunder's engagement as a consultant pursuant to Section 8 hereof, as the case may be. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and she will continue to have access to secret proprietary and confidential information regarding relating to the Corporationbusiness of the Company, its subsidiaries and their respective businesses businesses, that she will be aware of only as a consequence of her employment, and which has value to the Company because it is not generally known to this Company’s competitors (“Confidential Information”), including but not limited to, information regarding its products, methods, formulas, software code, patents, sources of supply, customers, customer dealings, marketing, data, know-how, trade secrets and its business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employeeplans and financial information. The Employee Executive acknowledges that such information is of great value to the CorporationCompany, is the sole property of the CorporationCompany, and has been and will be acquired by him her in confidence. In consideration of the obligations undertaken by the Corporation Company herein, the Employee Executive will not, at any time, during or after his her employment hereunder, use, reveal, divulge divulge, disclose or make known to any person, any Confidential Information acquired or created by the Employee Executive during the course of his her employment. Nothing in this Section 10 prohibits Executive from using or disclosing Confidential Information, in the course and scope of her employment, which is treated as confidential by to employees and/or agents of the Corporation, and not otherwise in Company who have a need to know and/or receive such Confidential Information to perform their duties on behalf of the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosureCompany. The provisions of this Section 8 10 shall survive the termination of the EmployeeExecutive’s employment hereunderhereunder for so long as the information at issue meets the definition of “Confidential Information. ” Confidential Information shall not include: (bi) The Employee affirms that he does not possess and will not rely upon information which was in Executive’s possession or within Executive’s knowledge before the protected trade secrets or confidential or proprietary Company disclosed it to Executive; (ii) information of any prior employer(s) in providing services voluntarily disclosed to the Corporation or its subsidiariespublic by the Company, except his prior knowledge of Lighter Than Air Systems Corp. where such public disclosure is made by Executive without authorization from the Company; (iii) information which was acquired independently developed and disclosed by others; (iv) information which has lawfully entered the Corporation. public domain; or (cv) In the event information obtained from a third party that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith was not known by Executive to be bound by a confidentiality agreement or other obligation of confidentiality to the Corporation Company or any and all originals and copiesother party with respect to such information. Additionally, including those in electronic Executive may disclose Confidential Information pursuant to the order or digital formatsrequirement of a court, of Confidential Informationadministrative agency, or other governmental body; provided, however, Employee that to the extent legally permissible Executive shall be entitled provide prompt notice of such court order or requirement to retain (i) papers Company so that the Company may seek, at its expense, a protective order or other appropriate remedy and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating Executive shall disclose such Confidential Information only to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating the extent required to his employment, or termination thereof, with the Corporationdo so.

Disclosure of Confidential Information. (a) The Employee recognizes, Consultant hereby acknowledges and agrees that he has had and it will continue to have access to secret and significant amounts of confidential information regarding the Corporationof Client, its subsidiaries Parent Company, Paramount International Telecommunications, Inc. and their respective businesses its Parent, Carnegie International Corporation and any affiliates of Carnegie (“Confidential Information”hereinafter the "Affiliated Companies"), including but not limited to, its products, methods, formulas, software code, patentssuch information as lists of customers, sources of supply, customer dealingsproduction information, dataproduct information, know-howservice information, formulas, computer programs and development ideas related thereto, work in progress, trade secrets secrets, technical information acquired by Consultant from the Affiliated Companies from the inspection of the Affiliated Companies' property, confidential information disclosed to Consultant by third parties, and business plansall documents, provided things and record beating media disclosing or containing the aforegoing information, including any confidential materials prepared by the parties hereto which contain or otherwise relate to such information concerning the Client's and or the Affiliated Companies' financial, intellectual, technical and commercial information (icollectively hereinafter referred to as "Confidential Information") is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employeeshall be and remain confidential. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and Consultant will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, not during or after his employment hereunderthe term of this employment, reveal, divulge disclose the Confidential Information or make known any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. In the event of a breach or threatened breach by the Employee during Consultant of the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reasonparagraph, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Client shall be entitled to retain (i) papers and other materials of a personal naturean injunction restraining the Consultant from disclosing, includingin whole or in part, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employmentthe Confidential Information, or termination thereof, from rendering any services in connection with the Corporation.telecommunications industry to any person, corporation, association, or other entity to whom such Confidential Information, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting the Client or the Affiliated Companies from pursuing any of the remedies available to the Client for such breach or threatened breach, including the recovery of damages from the Consultant. The Consultant shall be responsible to Client and Carnegie for reasonable attorneys fees and costs incurred in connection with the enforcement of this provision should a Court of competent jurisdiction rule in favor of Client or the Affiliated Companies in connection with a cause of action brought for enforcement of said provision

Disclosure of Confidential Information. (a) The Employee Mxxxx recognizes, acknowledges acknowledges, and agrees that he has had and will continue to have access to secret and confidential information regarding the CorporationCompany and Company, its subsidiaries subsidiaries, and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the EmployeeMxxxx. The Employee Mxxxx acknowledges that such information is of great value to the CorporationCompany and Company, is the sole property of the CorporationCompany and Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation Company herein, the Employee Mxxxx will not, at any time, during or after his employment hereunder, reveal, divulge divulge, or make known to any person, any Confidential Information information acquired by the Employee Mxxxx during the course of his employment, which is treated as confidential by the CorporationCompany, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 12 shall survive the termination of the Employee’s Mxxxx’ employment hereunder. (b) The Employee . Mxxxx affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation Company or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) . In the event that the Employee’s Mxxxx’ employment with the Corporation Company terminates for any reason, the Employee Mxxxx shall deliver forthwith to the Corporation Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Mxxxx shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the CorporationCompany. NOTICE OF IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT. The Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2000, xxxxxx xx 00 X.X.X. § 0000(x): “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Furthermore, an employee also has the right to disclose trade secrets in a document filed in a lawsuit for retaliation against such reporting, but only if (a) the filing is made under seal and (b) the trade secret is not disclosed except pursuant to a court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b)

Disclosure of Confidential Information. (a) Employee recognizes and acknowledges that Company’s confidential information, as it may exist from time to time, is a valuable, special and unique asset of the Company’s business, access to and knowledge of which is essential to the performance of the Employee’s duties hereunder. Employee will not during or after the term of his/her employment by Company, in whole or in part, disclose, publish or make accessible such confidential information which Employee may now possess, may obtain during or after employment or may create prior to the end of his employment, to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, nor shall the Employee make use of any such property for his own purposes or for the benefit of any person, firm, corporation or other entity ( except the Company) under any circumstances during or after the term of his employment, provided that after the term of his employment these restrictions shall not apply to such confidential information which is then in the public domain (provided that the Employee was not responsible, directly or indirectly, for such confidential information entering the public domain without the Company’s consent). The Employee recognizesagrees to hold in trust and confidence, acknowledges and agrees that he has had and will continue to have access to secret and as Company’s property, all confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”)information, including but not limited toto memoranda, its productsbooks, methodspaper letters, formulas, software code, patents, sources of supply, customer dealings, designs and other data, know-howand all copies thereof and therefrom, trade secrets in any way relating to Company’s business and business plansaffairs, provided such information (i) is not in whether made by him/her or does not hereafter become part otherwise coming into his/her possession, and on termination of the public domainhis/her employment, or (ii) became known to others through no fault on demand of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will notCompany, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity deliver same to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunderCompany. (b) The Employee affirms that he does not possess and will not rely upon For the protected trade secrets or confidential or proprietary information purposes of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee Agreement Confidential Information shall deliver forthwith to the Corporation be defined as any and all originals information disclosed or made available to Employee or known to Employee as a direct or indirect consequence of or through his/her relationship with Company and copiesnot generally known in the industry in which Company is or may become engaged, including those in electronic or digital formatsany information related to Company’s products, of Confidential Information; providedprocesses, however, Employee shall be entitled to retain (i) papers and other materials of a personal natureor services, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expensesresearch, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plansdevelopment, programs and agreements relating to his employmentinventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, or termination thereof, with the Corporationselling.

Disclosure of Confidential Information. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement or any information disclosed by the Inspections or any other documents, materials, data or other information with respect to the Property which is not generally known to the public (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”). Notwithstanding the foregoing, including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets Seller and business plans, provided such information Purchaser shall be permitted to disclose any Confidential Information: (i) is not in or does not hereafter become part of to the public domainextent required under Applicable Law, or (ii) became which is wholly and independently developed by the receiving party without the use of Confidential Information of the disclosing party, (iii) in response to a valid order of a court or other governmental body in the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order, provided, however, that the receiving party shall first notify the disclosing party in writing of the order and permit the disclosing party to seek an appropriate protective order, (iv) to the extent such disclosure is approved for release by written authorization of the disclosing party, but only to the extent of and subject to such conditions as may be imposed in such written authorization, (v) if, at the time of such disclosure to the receiving party, was known to others through no fault such receiving party free of restriction and evidenced by documentation in the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporationreceiving party’s possession, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known (vi) to any personPerson on a “need to know” basis, any Confidential Information acquired by such as their respective shareholders, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, engineers, surveyors, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise transactions described in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential InformationAgreement; provided, however, Employee that Seller or Purchaser (as the case may be) shall be entitled to retain (iA) papers and other materials advise such Person of a personal naturethe confidential nature of such Confidential Information, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (ivB) copies use commercially reasonable efforts to cause such Person to maintain the confidentiality of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationsuch Confidential Information.

Disclosure of Confidential Information. (a) The Employee recognizeshereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; analysis and written appraisal of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges and agrees that he has had and will continue to have access to secret and be acquiring confidential information regarding concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunderthe term of this Agreement, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, information which is treated as confidential by the Corporation, Corporation and not otherwise in the public domaindomain or previously known to him. Employee agrees that all materials or copies thereof containing confidential information of the Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the Corporation (except as required by law (but only after Employee has provided reasonably necessary in the discharge of Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or (ii) the termination of Employee's employment with the Corporation. After such delivery, Employee shall not retain any such materials or copies thereof. (b) Employee agrees to make full and prompt disclosure to the Corporation of all inventions, improvements, discoveries, methods, developments, computer software (and programs and code) and works of authorship, whether not patentable or copyrightable, which were or are created, made, conceived or reduced to practice by Employee or under Employee's direction or jointly with others during Employee's employment by the Corporation or during Employee's provision of services as an independent contractor to the Corporation, whether or not during normal working hours or on the premises of the Corporation (all of which are collectively referred to in this Agreement as "Developments"). (c) Employee also agrees to assign and, by executing this Agreement, Employee does hereby assign, to the Corporation (or to any person or entity designated by the Corporation) all of the Employee's rights, titles and interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 11(c) shall not apply to Developments which (i) do not relate to the present or planned business or research and development of the Corporation and (ii) are made and conceived by the Employee: (A) at a time other than during normal working hours, (B) not on the Corporation's premises and (C) not using the Corporation's tools, devices, equipment or proprietary information. Employee understands that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee's agreement to assign certain classes of inventions made by an employee, this Section 11(c) shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such class or classes. Employee also agrees to waive all claims to moral and/or equitable rights in any Developments. (d) Employee agrees to cooperate fully with the Corporation, both during and after Employee's employment with the Corporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if the Corporation is unable, after reasonable notice effort, to secure Employee's signature on any such papers, any executive officer of the Corporation shall be entitled to execute any such papers as Employee's agent and opportunity attorney-in- fact, and Employee hereby irrevocably designates and appoints each executive officer of the Corporation as Employee's agent and attorney-in-fact to execute any such papers on Employee's behalf, and to take action against any legally required disclosure. and all actions as the Corporation may deem necessary or desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence. (e) The provisions of this Section 8 11 shall survive Employee's employment hereunder for (i) a period of five (5) years commencing on the date this Agreement is terminated or (ii) one (1) year from the termination of the Employee’s employment hereunder's engagement as a consultant pursuant to Section 8 hereof, as the case may be. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. Employee agrees that during and after the termination of Employee's employment relationship with the Company, Employee will not communicate, divulge, or make available to any person or entity (aother than the General Partner, its customers, or other entities or persons expressly authorized by the General Partner to receive such information or as may be reasonably necessary or required in Employee’s good faith performance of his duties, responsibilities, and function as CEO of the General Partner) The any of the aforementioned Confidential Information except upon the prior written authorization of the General Partner or as may be required by law or legal process. Employee recognizesfurther agrees that upon the termination of Employee's employment relationship, Employee will deliver promptly to the General Partner any such information in Employee's possession (whether in electronic or hard copy form), including any duplicates thereof and any notes or other records Employee has prepared with respect thereto. If the provisions of any applicable law or the order of any court would require Employee to disclose or otherwise make available any such information, Employee shall provide the General Partner with prompt prior written notice of such required disclosure and a reasonable opportunity to contest the requirement of such disclosure or apply for a protective order with respect to such information through the appropriate proceedings. Employee also acknowledges and agrees that he has had is not authorized to access any General Partner information for any purpose other than furthering the business interests of the General Partner and will continue Confidential Information shall not be forwarded to have access personal email addresses or third parties (except in furtherance of the General Partner’s business) without the express written consent of the General Partner. Employee also is not authorized to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“delete any such Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and Work Product (as defined below) or the business plans, provided such information (i) is not in or does not hereafter become part of the public domainGeneral Partner (including all acquisition prospects, or (iilists and contact information) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationtermination.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his her employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his her employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his her prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his her compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he she has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him her in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his her employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his her employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he she does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his her prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his her compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. In consideration of each of 1MM and the Company (aas the context requires, each a "Discloser") The Employee recognizesmaking their Confidential Information available to the other party (as the context requires, acknowledges each a "Recipient") in connection with the Opportunity, each Recipient undertakes to the other Recipient, that it will: use the Discloser’s Confidential Information disclosed, acquired and/or learnt by it only for the purpose of assessing and/or evaluating the Opportunity; maintain as confidential, secret and agrees that he has had secure from unauthorised disclosure all of the Discloser’s Confidential Information and will continue all information generated from it, which may come into its possession in any manner; not directly and/or indirectly use and/or disclose any of the Discloser’s Confidential Information in whole or in part, for its own purposes or to have obtain a commercial, trading or other advantage or otherwise than in accordance with the terms of this Agreement; only disclose and/or allow access to secret and confidential information regarding the Corporation, Discloser’s Confidential Information to those of its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided Affiliates who need to see such information (i) for the purposes of the evaluation of the Opportunity; ensure that its Affiliates to who Confidential Information is disclosed are aware of the obligations of confidentially set out in this Agreement; not use, reproduce, transform, process or store any of the Discloser’s Confidential Information in any computer and/or electronic information retrieval system without the Discloser’s prior written consent; at the Discloser’s request made at any time deliver up to the Discloser all documents, material and/or other media which may be in its possession, power or does not hereafter become control which comprises or contains any part of the public domainDiscloser’s Confidential Information; not remove, obscure, amend and/or deface any confidentiality notice or notice of ownership or origin contained in or on the Discloser’s Confidential Information; and keep the Discloser’s Confidential Information, copies of it and/or information generated from it, separate from its own documents, paperwork or records and in a secure storage in locked premises. Each party confirms that the confidentiality obligations imposed by this Agreement extend to any Confidential Information which has been, or (ii) became known may have been, supplied to others through no fault it before the date of this Agreement despite the absence of a written agreement and this Agreement merely records in writing the oral confidentiality obligations under which each party received the Discloser’s Confidential Information. Any copy of the Employee. The Employee acknowledges that such Discloser’s Confidential Information or other information is of great value generated from it and made by a Recipient, will belong to the Corporation, is Discloser and such copies will immediately become the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunderDiscloser upon creation. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential InformationInformation ”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information information acquired by the Employee Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. Notwithstanding anything to the contrary in this Agreement, the Executive shall be permitted to disclose Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Corporation, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party; provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto and (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Corporation or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such information, provided that the Executive shall give prompt notice to the Corporation of such requirement (to the extent reasonably practicable), disclose no more information than is so required, and reasonably cooperate (at the Corporation’s sole expense) with any attempts by the Corporation to obtain a protective order or similar treatment. (b) The Employee Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee Executive has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was or will be acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges Confidential and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses Proprietary Information (“Confidential Information”)) is defined to include, including but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its products, services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such plans for future developments and other information (i) which is not in readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or does not hereafter become part of other party transacting business with the public domain, or (ii) became known to others through no fault of the EmployeeCompany. The Employee hereby acknowledges that such information Confidential Information is of great value to the Corporation, is the sole property of the Corporation, and has been developed and will be acquired developed by him in confidenceor for the Company at great expense. In consideration Employee will have access to and receive Confidential Information and agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the obligations undertaken by Chief Executive Officer and/or President of the Corporation hereinCompany. Employee shall not make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, at any time, during or after his employment hereunderthe term of Employee’s employment, reveal, divulge use or make known disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that upon request by the Employee during the course Company, and in any event upon termination of his employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under Employee’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is treated as confidential connected with or derived from Employee’s services to the Company whether or not such material is at the date hereof in Employee’s possession. Employee agrees that Employee shall have no proprietary interest in any work product developed or used by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions arising out of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In Company. Employee shall, from time to time as may be requested by the event that Company, do all things which may be necessary to establish or document the EmployeeCompany’s employment with the Corporation terminates for ownership interest in any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal naturesuch work product, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation to execution of appropriate copyright applications or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationassignments.

Disclosure of Confidential Information. (a1) The Employee recognizeshereby acknowledges that the principal business of the Corporation is the production of video and audio public relations materials for distribution to news media and the distribution by satellite or other means to television and radio stations and news media services; distribution of public relations text, audio and video to news media and the general public via satellite, cassette, Internet, wire or other means; distribution of press releases by mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; analysis and written appraisal of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges and agrees that he has had knowledge of the Business and has been and will continue to have access to secret and be acquiring confidential information regarding concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunderthe term of this Agreement, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, information which is treated as confidential by the Corporation, Corporation and not otherwise in the public domaindomain or previously known to him. Employee agrees that all materials or copies thereof containing confidential information of the Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the Corporation (except as required by law (but only after Employee has provided reasonably necessary in the discharge of Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or (ii) the termination of Employee's employment with the Corporation. After such delivery, Employee shall not retain any such materials or copies thereof. (2) Employee agrees to make full and prompt disclosure to the Corporation of all inventions, improvements, discoveries, methods, developments, computer software (and programs and code) and works of authorship, whether not patentable or copyrightable, which were or are created, made, conceived or reduced to practice by Employee or under Employee's direction or jointly with others during Employee's employment by the Corporation or during Employee's provision of services as an independent contractor to the Corporation, whether or not during normal working hours or on the premises of the Corporation (all of which are collectively referred to in this Agreement as "Developments"). (3) Employee also agrees to assign and, by executing this Agreement, Employee does hereby assign, to the Corporation (or to any person or entity designated by the Corporation) all of the Employee's rights, titles and interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 9(c) shall not apply to Developments which (i) do not relate to the present or planned business or research and development of the Corporation and (ii) are made and conceived by the Employee: (A) at a time other than during normal working hours, (B) not on the Corporation's premises and (C) not using the Corporation's tools, devices, equipment or proprietary information. Employee understands that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee's agreement to assign certain classes of inventions made by an employee, this Section 9(c) shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such class or classes. Employee also agrees to waive all claims to moral and/or equitable rights in any Developments. (4) Employee agrees to cooperate fully with the Corporation, both during and after Employee's employment with the Corporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if the Corporation is unable, after reasonable notice effort, to secure Employee's signature on any such papers, any executive officer of the Corporation shall be entitled to execute any such papers as Employee's agent and opportunity attorney-in-fact, and Employee hereby irrevocably designates and appoints each executive officer of the Corporation as Employee's agent and attorney-in-fact to execute any such papers on Employee's behalf, and to take action against any legally required disclosure. and all actions as the Corporation may deem necessary or desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence. (5) The provisions of this Section 8 9 shall survive Employee's employment hereunder for a period of five (5) years commencing on the termination of the Employee’s employment hereunderdate this Agreement is terminated. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement or any information disclosed by the Inspections or in the Seller Due Diligence Materials, the Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which is not generally known to the public or otherwise required to be disclosed pursuant to applicable securities or other similar law (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”). Notwithstanding the foregoing, including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets Seller and business plans, provided such information Purchaser shall be permitted to (i) is not in disclose any Confidential Information to the extent required under Applicable Law or does not hereafter become part of the public domainby court order, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, disclose any Confidential Information acquired by to any Person on a “need to know” basis, such as their respective shareholders, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, engineers, surveyors, lenders, investors, managers, franchisors and such other Persons whose assistance is required to consummate the Employee during transactions described in this Agreement; provided, however, that Seller or Purchaser (as the course case may be) shall (A) advise such Person of his employment, which is treated as the confidential by the Corporationnature of such Confidential Information, and not otherwise in (B) use commercially reasonable efforts to cause such Person to maintain the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosureconfidentiality of such Confidential Information. The provisions of this This Section 8 8.1.1 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation this Agreement. If Purchaser terminates this Agreement for any reason, the Employee Seller shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall thereafter be entitled to retain (i) papers make any use of Purchaser Due Diligence Reports it considers appropriate and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation shall be released from any further duty or relating obligation to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the CorporationPurchaser under this Section.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him her in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his her employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee Executive during the course of his her employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee Executive has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was or will be acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his her compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) 10.1. The Employee recognizeshereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; and distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; and such other businesses as the Corporation may conduct from time to time up until the time of termination of employment or a date of a Change in Control (the “Business”). Employee acknowledges and agrees that he has had and will continue to have access to secret and be acquiring confidential information regarding concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, unless required by law, at any time, during or after his employment hereunderthe term of this Agreement, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, information which is treated as confidential by the Corporation, Corporation and not otherwise in the public domaindomain or previously known to him. Employee agrees that all materials or copies thereof containing confidential information of the Corporation in Employee’s custody or possession will not, at any time, be removed from the Corporation’s premises without prior written consent of an executive officer of the Corporation (except as required by law (but only after Employee has provided reasonably necessary in the discharge of Employee’s duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or (ii) the termination of Employee’s employment with the Corporation. After such delivery, Employee shall not retain any such materials or copies thereof. 10.2. Employee agrees to make full and prompt disclosure to the Corporation of all inventions, improvements, discoveries, methods, developments, computer software (and programs and code) and works of authorship, whether or not patentable or copyrightable, which were or are created, made, conceived or reduced to practice by Employee or under Employee’s direction or jointly with others during Employee’s employment by the Corporation or during Employee’s provision of services as an independent contractor to the Corporation, whether or not during normal working hours or on the premises of the Corporation (all of which are collectively referred to in this Agreement as “Developments”). 10.3. Employee also agrees to assign and, by executing this Agreement, Employee does hereby assign, to the Corporation (or to any person or entity designated by the Corporation) all of the Employee’s rights, titles and interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 10.3 shall not apply to Developments which (i) do not relate to the present or planned business or research and development of the Corporation and (ii) are made and conceived by the Employee: (A) at a time other than during normal working hours, (B) not on the Corporation’s premises and (C) not using the Corporation’s tools, devices, equipment or proprietary information. Employee understands that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee’s agreement to assign certain classes of inventions made by an employee, this Section 10.3 shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such class or classes. Employee also agrees to waive all claims to moral and/or equitable rights in any Developments. 10.4. Employee agrees to cooperate fully with the Corporation, both during and after Employee’s employment with the Corporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if the Corporation is unable, after reasonable notice effort, to secure Employee’s signature on any such papers, any executive officer of the Corporation shall be entitled to execute any such papers as Employee’s agent and opportunity attorney-in-fact, and Employee hereby irrevocably designates and appoints each executive officer of the Corporation as Employee’s agent and attorney-in-fact to execute any such papers on Employee’s behalf, and to take action against any legally required disclosureand all actions as the Corporation may deem necessary or desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence. 10.5. The provisions of this Section 8 10 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The COVENANT NOT TO COMPETE. Employee recognizesacknowledges that certain information whether written or oral, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding concerning the Corporation, its subsidiaries and their respective businesses (“Confidential Information”)Company, including but not limited toto general business operations, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets or any other ideas and similar items relating to the business plans, provided such information (i) is not in or does not hereafter become part of the public domainCompany (referred to herein as "Confidential Information") whether prepared or generated by Employee or the Company pursuant to this Agreement or otherwise coming into the possession or knowledge of Employee shall remain the exclusive, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole confidential property of the CorporationCompany except to the extent expressly authorized in writing by the Company for dissemination. Employee further acknowledges and agrees that all such Confidential Information constitutes trade secrets of the Company. During the term of this Agreement and the Restricted Period (hereinafter defined), Employee shall not disclose any of such Confidential Information to any third party without the prior written consent of the Company and has been shall take all reasonable steps and will be acquired by him actions necessary to maintain the confidentiality of such Confidential Information. Employee shall not use any of such Confidential Information in confidenceany manner whatsoever during the Restricted Period, without the Company's express prior written consent. In consideration of the obligations undertaken by the Corporation Company herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by . During the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions term of this Section 8 shall survive Agreement and the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, howeverRestricted Period, Employee shall not within 500 miles of any ice manufacturing facility owned or operated by the Company or any of its subsidiaries be entitled to retain employed by (ias an officer, director, employee, consultant or independent contractor) papers and engage in, or have any interest in any person, firm, corporation or business (whether as a shareholder, creditor, partner, consultant, holder of any beneficial interest or otherwise other materials than as a beneficial holder of not more than 5 percent of the outstanding voting stock of a personal naturecompany having at least 500 holders of voting stock) that engages in the business of manufacturing, includingproducing, but not limited tostoring, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation selling or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationdistributing ice.

Disclosure of Confidential Information. (ai) The Employee recognizes, acknowledges that the nature of the business of Employer and agrees UNUM is such that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealingsinformation, data, "know-how, trade secrets and business ," plans, provided such information (i) is not in or does not hereafter become part studies, procedures and processes of the public domainkinds described in this Section 5(b) ("Confidential Information") are sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from disclosure or use thereof, and are therefore of a confidential and proprietary nature, and that each of the categories set forth in Section 5(b) (ii) became known and 5(b) (iii), separately as well as collectively, contain in whole or in part information considered by UNUM and Employer to others through no fault of the Employeebe trade secrets. The Accordingly, Employee acknowledges that such information is of great value agrees that, subject to the Corporationexceptions set forth below, is he shall not for the sole property of the Corporationperiod specified, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during directly or after his employment hereunderindirectly, reveal, divulge divulge, publish or otherwise make known to any other person, firm, association, corporation, partnership or other legal entity (a "Third Party") and shall not use or permit any Third Party within his control, authority or under his supervision to use any Confidential Information acquired Information, whether of a technical or commercial nature: (A) unless specifically authorized to do so in writing by the Board with respect to Employer or by duly authorized action of an executive officer of UNUM with respect to UNUM, (B) unless the specific item of Confidential Information becomes generally available to the public without violation of this Agreement or any other confidentiality agreement among Employee, Employer or UNUM or any other confidentiality agreement to which Employee during is a party, (C) unless such disclosure is compelled by law, in which event Employee agrees to give UNUM immediate written notice of any disclosure to be made pursuant to this Subsection (C), and Employee shall, at Employer's expense, cooperate fully with Employer to obtain protective orders, confidential treatment or other such protective action as may be available to preserve the confidentiality of the information required to be disclosed, or (D) unless and to the extent that disclosure of any such Confidential Information is (I) necessary and appropriate in connection with the submission of bids by Employer in the ordinary course of his employmentbusiness or (II) required pursuant to Employer's marketing efforts directed at specific clients or prospective clients, which is treated as confidential by offers to allow inspection of its systems or services to potential clients or licensees of Employer or the Corporation, and not otherwise provisions of services to existing clients in the ordinary course of business. (ii) Employee agrees that he shall be obligated under Section 5(b) (i) for the term of this Agreement with Company plus three (3) years with respect to any of the following types of information: pricing, underwriting, actuarial analyses, claims criteria, operating procedures, techniques, systems and methods employed by Employer or any Pool, general information relating to past, present and prospective participants in the reinsurance pools and reinsurers of such pools of the Employer and its subsidiaries ("Pool Participants"), ceding insurance company clients of Employer and its subsidiaries or, customers or treaty holders of Employer or UNUM, general information concerning employees of Employer and UNUM, other commercial "know-how" relating to the business of Employer and UNUM, record keeping techniques, current expansion plans, general overviews of contemplated products or services and generally, without limiting the foregoing, any information not available to the public domaingenerally and pertaining to the business or financial operations of Employer and UNUM, as now or hereafter conducted. (iii) Employee agrees that the Board, with respect to Employer, or duly authorized executive officer of UNUM, with respect to UNUM, shall have the right, in the reasonable exercise of its or his discretion, to designate information or data as Confidential Information. (iv) Employee further agrees not to copy, reproduce, record, make facsimiles, duplicate in any fashion, abstract, summarize, remove, use, keep or otherwise improperly deal in or with any papers, records, reports, books, manuals, electronic media or written or recorded information of any kind, or any other property of any kind owned or used in Employer's or UNUM's business, transferred to Employer or UNUM or hereafter owned or used by Employer or UNUM, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination in furtherance of the Employee’s employment hereunder. (b) The business of Employer or UNUM or as may be expressly permitted in writing by the Board with respect to Employer or by duly authorized action of an executive officer of UNUM with respect to UNUM. Employee affirms that he does not possess and will not rely shall surrender all such materials to Employer or UNUM immediately upon the protected trade secrets request of Employer or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the CorporationUNUM. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he has had and will continue Except to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part extent authorized by the express prior consent of the public domainBoard of Directors of Employer, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will notnever, directly or indirectly, at any timetime during the Term of Employment, during or after his employment hereunderat any time subsequent to the termination of the Term of Employment, revealuse, disseminate, disclose, divulge or make known in any manner disclose or permit to be divulged or disclosed to any person, firm, corporation, association or other business entity, Confidential Information (herein defined) of Employer; provided, that the covenant set forth in this Section 10 shall not apply as to Confidential Information pertaining to Theatrical or Motorsports (as applicable) in the event Employee exercises the option(s) set forth in Sections 6.5(c) and 6.6 above; and provided, further, that this Section 10 shall be of no force and effect in the event Employer breaches its obligations set forth in Sections 6.5 and 6.6 above. As used herein, the term "Confidential Information" means any and all information about or relating to the methods, processes, customers, services or products of Employer or any of its subsidiaries or partnerships, including information relating to research, development, inventions, purchasing, accounting, consulting, marketing, merchandising of any services or products to customers disclosed to Employee or known by Employee as a consequence of or through his employment by Employer, if such information is not generally known in any industry in which Employer or any of its subsidiaries is or may become engaged during the Term of Employment. On the termination of his employment with Employer, all files, documents, records, notebooks, and similar repositories, then in Employee's possession or in the possession of any third party under the control of Employee or pursuant to any agreement with Employee, whether prepared by Employee or any other person, firm, corporation, association, or other business entity, will be delivered to Employer by Employee. All rights to any Confidential Information acquired developed by the Employer, Employee or other employees of Employer during the course Term of his employmentEmployment shall belong to Employer, which is treated as confidential including all rights to exploit any Confidential Information. In the event of a breach or threatened breach by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries10, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Employer shall be entitled to retain (i) papers and seek an injunction restraining Employee from violating his covenants in this Section 10. In addition, nothing contained herein shall in any manner be construed to prohibit or limit Employer from pursuing against Employee or others all other materials remedies available to Employers at law or in equity, from a breach of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationthis Section 10.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret proprietary and confidential information regarding relating to the Corporationbusiness of the Company, its subsidiaries and their respective businesses businesses, that he is aware of only as a consequence of his employment, and which has value to the Company because it is not generally known to this Company’s competitors (“Confidential Information”), including but not limited to, information regarding its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and its business plans, provided such plans and financial information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee Executive acknowledges that such information is of great value to the CorporationCompany, is the sole property of the CorporationCompany, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation Company herein, the Employee Executive will not, at any time, during or after his employment hereunder, use, reveal, divulge divulge, disclose or make known to any person, any Confidential Information acquired or created by the Employee Executive during the course of his employment. Nothing in this Section 13 prohibits Executive from using or disclosing Confidential Information, which is treated as confidential by the Corporation, and not otherwise in the public domaincourse and scope of his employment, except as required by law (but only after Employee has provided to employees and/or agents of the Corporation with reasonable notice and opportunity Company who have a need to take action against any legally required disclosureknow and/or receive such Confidential Information to perform their duties on behalf of the Company. The provisions of this Section 8 13 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon hereunder for so long as the protected trade secrets or confidential or proprietary information at issue meets the definition of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of “Confidential Information; provided, however, Employee .” Confidential Information shall be entitled to retain not include : (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, information which was in Executive’s possession or within Executive’s knowledge before the Company disclosed it to Executive; (ii) information showing his compensation or relating voluntarily disclosed to reimbursement of expensesthe public by the Company, except where such public disclosure is made by Executive without authorization from the Company; (iii) information that he reasonably believes may be needed for tax purposes which was independently developed and disclosed by others; (iv) copies information which has lawfully entered the public domain; or (v) information obtained from a third party that was not known by Executive to be bound by a confidentiality agreement or other obligation of plans, programs and agreements relating confidentiality to his employment, the Company or termination thereof, any other party with the Corporationrespect to such information.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he she has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his her employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee Executive during the course of his her employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee Executive has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee Executive affirms that he she does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his her compensation or relating to reimbursement of expenses, (iii) information that he she reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee Executive recognizes, acknowledges and agrees that he she has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became become known to others through no fault of the EmployeeExecutive. The Employee Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him her in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Executive will not, at any time, during or after his her employment hereunder, reveal, divulge or make known to any person, any Confidential Information information acquired by the Employee Executive during the course of his her employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the EmployeeExecutive’s employment hereunder. (b) The Employee Executive affirms that he she does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the EmployeeExecutive’s employment with the Corporation terminates for any reason, the Employee Executive shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his her compensation or relating to reimbursement of expenses, (iii) information that he she reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, acknowledges and agrees that he she has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his her employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his her employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he she does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his her compensation or relating to reimbursement of expenses, (iii) information that he she reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his her employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizes, Consultant hereby acknowledges and agrees that he has had and it will continue to have access to secret and significant amounts of confidential information regarding the Corporationof Client, its subsidiaries Parent Company, Paramount International Telecommunications, Inc. and their respective businesses its Parent, Carnegie International Corporation and any affiliates of Carnegie (“Confidential Information”hereinafter the "Affiliated Companies"), including but not limited to, its products, methods, formulas, software code, patentssuch information as lists of customers, sources of supply, customer dealingsproduction information, dataproduct information, know-howservice information, formulas, computer programs and development ideas related thereto, work in progress, trade secrets secrets, technical information acquired by Consultant from the Affiliated Companies from the inspection of the Affiliated Companies' property, confidential information disclosed to Consultant by third parties, and business plansall documents, provided things and record bearing media disclosing or containing the aforegoing information, including any confidential materials prepared by the parties hereto which contain or otherwise relate to such information concerning the Client's and or the Affiliated Companies' financial, intellectual, technical and commercial information (icollectively hereinafter referred to as "Confidential Information") is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employeeshall be and remain confidential. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and Consultant will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, not during or after his employment hereunderthe term of this employment, reveal, divulge disclose the Confidential Information or make known any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. In the event of a breach or threatened breach by the Employee during Consultant of the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reasonparagraph, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Client shall be entitled to retain (i) papers and other materials of a personal naturean injunction restraining the Consultant from disclosing, includingin whole or in part, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employmentthe Confidential Information, or termination thereof, from rendering any services in connection with the Corporationtelecommunications industry to any person, corporation, association, or other entity to whom such Confidential Information, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting the Client or the Affiliated Companies from pursuing any of the remedies available to the Client for such breach or threatened breach, including the recovery of damages from the Consultant. The Consultant shall be responsible to Client and Carnegie for reasonable attorneys fees and costs incurred in connection with the enforcement of this provision should a Court of competent jurisdiction rule in favor of Client or the Affiliated Companies in connection with a cause of action brought for enforcement of said provision.

Disclosure of Confidential Information. (a) The Employee recognizesIn connection with the performance of their respective obligations under this Agreement, acknowledges and agrees that he has had and will continue each party intends to have access to secret and disclose certain confidential information regarding and materials which it owns to the Corporationother party relating to the Customer Product and the Dyax Products and the Dyax Product candidates, its subsidiaries including such information and their respective businesses (“materials as are developed hereunder ( the "Confidential Information”"). During the term of this Agreement and for a period of ************* thereafter, including but not limited toeach party shall maintain all Confidential Information in strict confidence, its products, methods, formulas, software code, patents, sources except that the Receiving Party may disclose or permit the disclosure of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employmentto its directors, which is treated as confidential by the Corporationofficers, employees, consultants, advisors, and not otherwise customers who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for the purposes set forth in this Agreement; and use all Confidential Information solely for the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of purposes set forth in this Section 8 shall survive the termination of the Employee’s employment hereunderAgreement. (b) The Employee affirms that he does obligations of confidentiality and non-use set forth above shall not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services apply to the Corporation extent that the Receiving Party can demonstrate that certain Confidential Information: was in the public domain prior to the time of its disclosure under this Agreement; entered the public domain after the time of its disclosure under this Agreement through means other than an unauthorized disclosure resulting from an act or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired omission by the CorporationReceiving Party; was independently developed or discovered by the Receiving Party prior to the time of its disclosure under this Agreement; or is or was disclosed to the Receiving Party at any time, whether prior to or after the time of its disclosure under this Agreement, by a third party having no fiduciary relationship with the Disclosing Party and having no obligation of confidentiality with respect to such Confidential Information; or is required to be disclosed to comply with applicable laws or regulations, or with a court or administrative order. (c) In Notwithstanding the event foregoing, the parties may each announce the existence of this Agreement and that CUSTOMER is a customer of DYAX provided that the Employee’s employment with the Corporation terminates for language of any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee such announcement shall be entitled agreed to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with in advance by the Corporationparties.

Disclosure of Confidential Information. Confidential and Proprietary Information (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“hereinafter Confidential Information”)) is defined to include, including but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its products, services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such plans for future developments and other information (i) which is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value readily available to the Corporationpublic. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the sole property of the Corporation, and has been Company. Confidential Information is developed and will be acquired developed by him in confidenceor for the Company at great expense. In consideration Employee agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the obligations undertaken by Company. Employee shall not make use of any Confidential Information for his own purposes or for the Corporation hereinbenefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, at any time, during or after the term of his employment hereunderemployment, reveal, divulge use or make known disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that upon request by the Employee during the course Company, and in any -event upon termination of his employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation connected with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the or derived from Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation Company whether or its subsidiaries, except not such material is at the date hereof in Employee’s possession. Employee agrees that he shall have no proprietary interest in any work product developed or used by Employee arising out of his prior knowledge of Lighter Than Air Systems Corp. which was acquired employment by the Corporation. (c) In Company. Employee shall, from time to time as may be requested by the event that Company, do all things which may be necessary to establish or document the EmployeeCompany’s employment with the Corporation terminates for ownership interest in any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal naturesuch work product, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation to execution of appropriate copyright applications or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationassignments.

Disclosure of Confidential Information. THE EMPLOYEE hereby agrees, on behalf of itself, its officers, its directors, its employees, its representatives, its parent, any subsidiaries or any affiliated entities controlled by THE COMPANY (acollectively, the “Affiliated”) The Employee recognizesas follows: a. THE EMPLOYEE shall not at anytime or in any manner or fashion, acknowledges and agrees that he has had and will continue either directly or indirectly, without the prior agreement of THE COMPANY; i. use, derive a benefit from or otherwise claims any proprietary interest in the Confidential Information in any way detrimental to have access THE COMPANY or THE COMPANY’S business; ii. divulge, disclose or communicate to secret and confidential information any third party or entity whomsoever any of the Confidential Information; or iii. make any statement, public announcement or any release to trade publications or to press or make any statement to any competitor, customer or any other third party, regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as may be required by law (but only after Employee has provided a court of competent jurisdiction in order to comply with the Corporation with requirements of any law, governmental order or regulation. b. THE EMPLOYEE shall take all reasonable notice action, which shall be necessary or appropriate, to prevent the unauthorized use and opportunity disclosure of the Confidential Information, and to take action against any legally required disclosure. The provisions protect the interests of THE COMPANY in and to the Confidential Information. c. THE COMPANY shall require its Affiliates to abide by the terms of this Section 8 Agreement and retain all Confidential Information in strict confidence. Furthermore, any Affiliate having access to the Confidential Information shall be required to execute a counterpart of this Agreement. d. No Confidential Information shall be disclosed by THE EMPLOYEE to any consultant, professional representative, attorney, accountant, banker or agent of THE COMPANY or otherwise (hereinafter “Related Parties”) without execution of a counterpart of this Agreement by such Related Party acknowledging agreement by such Related Party to be bound by the terms and conditions hereof. e. By accepting this agreement, THE EMPLOYEE agrees to the following, regarding confidential consumer or personal information disclosed by THE COMPANY, in accordance with the Xxxxx-Xxxxx-Xxxxxx Act and the Office of the Comptroller of the Currency regulation (12 CFR Part 40) on the Privacy of Consumer Financial Information: THE EMPLOYEE agrees that it is prohibited from disclosing or using information provided to THE EMPLOYEE pursuant to any agreement or contract with THE EMPLOYEE other than to carry out the purposes of such agreement(s) or contract(s) for which THE COMPANY discloses the information to the Receiving Party or otherwise in accordance with an exemption under 12 CFR 40.14 or 40.15. f. The terms of this Subsection, as well as the remedies available as a result of breaches thereof, shall survive the any termination of the Employee’s employment hereunderthis Agreement. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The COVENANT NOT TO COMPETE. Employee recognizesacknowledges that certain information whether written or oral, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding concerning the Corporation, its subsidiaries and their respective businesses (“Confidential Information”)Company, including but not limited toto general business operations, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets or any other ideas and similar items relating to the business plans, provided such information (i) is not in or does not hereafter become part of the public domainCompany (referred to herein as "Confidential Information") whether prepared or generated by Employee or the Company pursuant to this Agreement or otherwise coming into the possession or knowledge of Employee shall remain the exclusive, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole confidential property of the CorporationCompany except to the extent expressly authorized in writing by the Company for dissemination. Employee further acknowledges and agrees that all such Confidential Information constitutes trade secrets of the Company. During the term of this Agreement and the Restricted Period (hereinafter defined), Employee shall not disclose any of such Confidential Information to any third party without the prior written consent of the Company and has been shall take all reasonable steps and will be acquired by him actions necessary to maintain the confidentiality of such Confidential Information. Employee shall not use any of such Confidential Information in confidenceany manner whatsoever during the Restricted Period, without the Company's express prior written consent. In consideration of the obligations undertaken by the Corporation Company herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by . During the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions term of this Section 8 shall survive Agreement and the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, howeverRestricted Period, Employee shall not within 200 miles of any ice manufacturing facility owned or operated by the Company or any of its subsidiaries be entitled to retain employed by (ias an officer, director, employee, consultant or independent contractor) papers and engage in, or have any interest in any person, firm, corporation or business (whether as a shareholder, creditor, partner, consultant, holder of any beneficial interest or otherwise other materials than as a beneficial holder of not more than 1% percent of the outstanding voting stock of a personal naturecompany having at least 500 holders of voting stock) that is a manufacturer or wholesale distributor of ice. Notwithstanding the foregoing, includingEmployee shall not be restricted from his activities on behalf of STED or MECO, which include (but are not limited to) the retail and wholesale business of selling, photographs, correspondence, personal diaries, calendars renting and rolodexes, personal files leasing commercial refrigeration and phone booksice making equipment, (ii) information showing his compensation but specifically excluding on-site, automatic, ice bagging devices). During the Restricted Period, Employee shall not solicit or relating attempt to reimbursement solicit any employee of expensesthe Company in attempt to encourage the employee to leave the employ of the Company (other than Ruth Pope, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the CorporationEmployee's personal assistant.)

Disclosure of Confidential Information. 10.1. Employee hereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; research and analysis of communications and marketing programs, including analysis and appraisals of public relations and public affairs campaigns, marketing and promotional plans, measurement system design as determined through press clipping review, either on paper, video or audio tape or electronic database searches, dashboard development, workshops and conferences; and such other businesses as the Corporation may conduct from time to time (a) The the "Business"). Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and be acquiring confidential information regarding concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunderthe term of this Agreement, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, information which is treated as confidential by the Corporation, Corporation and not otherwise in the public domaindomain or previously known to him. Employee agrees that all materials or copies thereof containing confidential information of the Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the Corporation (except as required reasonably necessary in the discharge of Employee's duties hereunder, including without limitation, the performance by law (but only after Employee has provided of his duties from a home-based office) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or (ii) the termination of Employee's employment with the Corporation. After such delivery, Employee shall not retain any such materials or copies thereof. 10.2. Employee agrees to make full and prompt disclosure to the Corporation of all inventions, improvements, discoveries, methods, developments, computer software (and programs and code) and works of authorship, whether or not patentable or copyrightable, which were or are created, made, conceived or reduced to practice by Employee or under Employee's direction or jointly with others during Employee's employment by the Corporation or during Employee's provision of services as an independent contractor to the Corporation, whether or not during normal working hours or on the premises of the Corporation (all of which are collectively referred to in this Agreement as "Developments"). 10.3. Employee also agrees to assign and, by executing this Agreement, Employee does hereby assign, to the Corporation (or to any person or entity designated by the Corporation) all of Employee's rights, titles and interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 10.3 shall not apply to Developments which (i) do not relate to the present or planned business or research and development of the Corporation and (ii) are made and conceived by Employee: (A) at a time other than during normal working hours, (B) not on the Corporation's premises and (C) not using the Corporation's tools, devices, equipment or proprietary information. The Corporation agrees to afford confidential treatment to any Development Employee discloses to the Corporation, which Employee is under no obligation to assign to the Corporation. Employee understands that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee's agreement to assign certain classes of inventions made by an employee, this Section 10.3 shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such class or classes. Employee also agrees to waive all claims to moral and/or equitable rights in any Developments. 10.4. Employee agrees to cooperate fully with the Corporation, at the Corporation's expense, both during and after Employee's employment with the Corporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if the Corporation is unable, after reasonable notice effort, to secure Employee's signature on any such papers, any executive officer of the Corporation shall be entitled to execute any such papers as Employee's agent and opportunity attorney-in-fact, and Employee hereby irrevocably designates and appoints each executive officer of the Corporation as Employee's agent and attorney-in-fact to execute any such papers on Employee's behalf, and to take action against any legally required disclosureand all actions as the Corporation may deem necessary or desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence. In the event the Corporation exercises its rights to execute any papers or to take any and all actions on Employee's behalf, the Corporation agrees to use diligent efforts to so notify, and to supply copies to, Employee. 10.5. The provisions of this Section 8 10 shall survive the termination of the Employee’s 's employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) The Employee recognizesBuyer specifically acknowledges that the common stock of Consolidated- Tomoka, an affiliate of Seller, is traded on the NYSE MKT under the ticker “CTO”. Buyer further expressly acknowledges and agrees that he has had it is aware of and will continue advise its representatives who are informed as to have access to secret and confidential information regarding the Corporationmatters that are the subject of this Agreement that the securities laws of the United States prohibit any person who has received from an issuer material, its subsidiaries and their respective businesses (“Confidential Information”)non-public information, including but not limited toinformation concerning the matters that are the subject of this Agreement, its products, methods, formulas, software code, patents, sources from purchasing or selling securities of supply, customer dealings, data, know-how, trade secrets and business plans, provided such issuer or from communicating such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any other person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services Except to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired extent required by the CorporationSecurities and Exchange Commission (the “SEC”) or other governmental authority and press releases associated therewith or in connection with the pursuit of approvals or other due diligence, prior to Closing, the existence of this Agreement, the terms of this Agreement, and any other information disclosed in the Seller’s due diligence materials, the Buyer’s due diligence reports, or any other documents, materials, data, or other information with respect to the Property which is not generally known to the public or which is not otherwise set forth in any public records shall be kept confidential, and the Parties shall not disclose such information to any person or entity, other than to their respective attorneys, shareholders, officers, employees, directors, lenders, advisors, consultants, and prospective investors, or professionals retained to perform services required under the terms of this Agreement, or employees, or otherwise as required by applicable laws or already in the public domain. Nothing in this Section shall (except as may be elsewhere limited in this Agreement) restrict Buyer from contacting Seller’s company officials, property engineers and architects, 25{37258994;27}{Akerman Execution Version- April 13, 2016} and other third party consultants assisting Buyer in its investigation of the Property, or from contacting governmental authorities regarding zoning, land use or code compliance matters. (c) In Seller shall use its best reasonable good faith efforts to cause Consolidated- Tomoka to issue a press release, in a form agreed to by Buyer, Seller and Consolidated-Tomoka (the event “Press Release”) or an SEC filing confirming the execution of this Agreement by Buyer and Seller (the “SEC Filing”), within four (4) Business Days from the Effective Date of this Agreement. From and after the date of any such Press Release or SEC Filing, Buyer shall have the right to communicate concerning the existence of this Agreement with any person or entity having an interest in or arising out of the Assets to be Acquired provided Buyer does not disclose any material information beyond that set forth in the Employee’s employment with Press Release or the Corporation terminates for any reasonSEC Filing, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationas applicable.

Disclosure of Confidential Information. Confidential and Proprietary Information (a) The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“hereinafter Confidential Information”)) is defined to include, including but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its products, services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such plans for future developments and other information (i) which is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value readily available to the Corporationpublic. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the sole property of the Corporation, and has been Company. Confidential Information is developed and will be acquired developed by him in confidenceor for the Company at great expense. In consideration Employee agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is already known to the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents, which contain or are derived from Confidential Information, except with the prior written permission of the obligations undertaken by Company. Employee shall not make use of any Confidential Information for his or her own purposes or the Corporation hereinbenefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s customers, as it may exist from time to time, is a valuable, confidential, special, and unique asset of the Company’s business. Employee will not, at any time, during or after the term of his employment hereunderor her employment, reveal, divulge use or make known disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any Confidential Information acquired reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that upon request by the Employee during the course Company, and in any event upon termination of his employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under his or her control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee has provided the Corporation connected with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the or derived from Employee’s employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation Company whether or its subsidiaries, except not such material is at the date hereof in Employee’s possession. Employee agrees that he or she shall have no proprietary interest in any work product developed or used by Employee arising out of his prior knowledge of Lighter Than Air Systems Corp. which was acquired or her employment by the Corporation. (c) In Company. Employee shall, from time to time as may be requested by the event that Company, do all things which may be necessary to establish or document the EmployeeCompany’s employment with the Corporation terminates for ownership interest in any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal naturesuch work product, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation to execution of appropriate copyright applications or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporationassignments.

Disclosure of Confidential Information. (a) The Employee Mx. Xxxxxxxx recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided and Mx. Xxxxxxxx shall keep such information confidential unless such information (i) is not in or does not hereafter become has becomes part of the public domain, or (ii) became known to others through no fault of Mx. Xxxxxxxx (iii) was disclosed by a third party who has an independent right to such information prior to the Employeedate of this Agreement or (iv) was available to Mx. The Employee Xxxxxxxx prior to this Agreement on a non-confidential basis from a party not bound by a confidentiality agreement with the Corporation. Mx. Xxxxxxxx acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee Mx. Xxxxxxxx will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee Mx. Xxxxxxxx during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law (but only after Employee Mx. Xxxxxxxx has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 7 shall survive the termination of the Employee’s Mx. Xxxxxxxx’x employment hereunder. (b) The Employee In accordance with the (U.S.) Defend Trade Secrets Act, Company hereby provides to Mx. Xxxxxxxx the following notice of immunity protection available thereunder: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.” (c) Mx. Xxxxxxxx affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (cd) In the event that the Employee’s Mx. Xxxxxxxx’x employment with the Corporation terminates for any reason, and Mx. Xxxxxxxx does not remain on the Employee Board, Mx. Xxxxxxxx shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee Mx. Xxxxxxxx shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.

Disclosure of Confidential Information. (a) 10.1. The Employee recognizeshereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; research and analysis of communications and marketing programs, including analysis and appraisals of public relations and public affairs campaigns, marketing and promotional plans, measurement system design as determined through press clipping review, either on paper, video or audio tape or electronic database searches, dashboard development, workshops and conferences; and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges and agrees that he has had and will continue to have access to secret and be acquiring confidential information regarding concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became known to others through no fault of the Employee. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, unless required by law, at any time, during or after his employment hereunderthe term of this Agreement, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, information which is treated as confidential by the Corporation, Corporation and not otherwise in the public domaindomain or previously known to him. Employee agrees that all materials or copies thereof containing confidential information of the Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the Corporation (except as required by law (but only after Employee has provided reasonably necessary in the discharge of Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or (ii) the termination of Employee's employment with the Corporation. After such delivery, Employee shall not retain any such materials or copies thereof. 10.2. Employee agrees to make full and prompt disclosure to the Corporation of all inventions, improvements, discoveries, methods, developments, computer software (and programs and code) and works of authorship, whether or not patentable or copyrightable, which were or are created, made, conceived or reduced to practice by Employee or under Employee's direction or jointly with others during Employee's employment by the Corporation or during Employee's provision of services as an independent contractor to the Corporation, whether or not during normal working hours or on the premises of the Corporation (all of which are collectively referred to in this Agreement as "Developments"). 10.3. Employee also agrees to assign and, by executing this Agreement, Employee does hereby assign, to the Corporation (or to any person or entity designated by the Corporation) all of the Employee's rights, titles and interests, if any, in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 10.3 shall not apply to Developments which (i) do not relate to the present or planned business or research and development of the Corporation and (ii) are made and conceived by the Employee: (A) at a time other than during normal working hours, (B) not on the Corporation's premises and (C) not using the Corporation's tools, devices, equipment or proprietary information. Employee understands that to the extent that the terms of this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee's agreement to assign certain classes of inventions made by an employee, this Section 10.3 shall be interpreted not to apply to any invention which a court rules and/or the Corporation agrees falls within such class or classes. Employee also agrees to waive all claims to moral and/or equitable rights in any Developments. 10.4. Employee agrees to cooperate fully with the Corporation, both during and after Employee's employment with the Corporation, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. Employee agrees that he will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which the Corporation may deem necessary or desirable in order to protect its rights and interests in any Development. Employee further agrees that if the Corporation is unable, after reasonable notice effort, to secure Employee's signature on any such papers, any executive officer of the Corporation shall be entitled to execute any such papers as Employee's agent and opportunity attorney-in-fact, and Employee hereby irrevocably designates and appoints each executive officer of the Corporation as Employee's agent and attorney-in-fact to execute any such papers on Employee's behalf, and to take action against any legally required disclosureand all actions as the Corporation may deem necessary or desirable, in order to protect its rights and interests in any Development, under the conditions described in this sentence. 10.5. The provisions of this Section 8 10 shall survive the termination of the Employee’s 's employment hereunder. (b) The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries, except his prior knowledge of Lighter Than Air Systems Corp. which was acquired by the Corporation. (c) In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation.