Common use of Duty of Confidentiality Clause in Contracts

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term Term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the narrowest disclosure, as practically as possible, so required and, except to the extent prohibited by law, Employee shall provide give the Company at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosurein limiting disclosure and obtaining suitable confidentiality protections. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 445.1902 of the Florida Michigan Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company or any Affiliated Entity for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company or any Affiliated Entities and its their business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company or any Affiliated Entity and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the CompanyCompany or any Affiliated Entity, (iv) observe all security policies implemented by the Company or any Affiliated Entity from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s and any Affiliated Entity’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s and any Affiliated Entity’s legitimate business interest in preserving its Confidential Information. b. . In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company or any Affiliated Entities with prompt notice of such request or order so that the Company or any Affiliated Entity may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information.. In addition, Employee will not view or access any PI or PHI unless required by the Company in the course Employee’s job duties and responsibilities for the Company and then only when authorized by the Company to do so. Employee acknowledges that he/she shall bear all costs, losses and damages resulting from any intentional breach of this paragraph, to the fullest extent permitted by applicable law. EMPLOYEE’S INITIALS /s/ SR b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the narrowest disclosure so required and, except to the extent prohibited by law, Employee shall provide give the Company at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosurein limiting disclosure and obtaining suitable confidentiality protections. c. Employee acknowledge(s) that this "“Confidential Information" ” is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "“Confidential Information" ” derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "“Confidential Information" ” under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public non‑public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. In addition, Employee will not view or access any PI or PHI unless required by the Company in the course Employee’s job duties and responsibilities for the Company and then only when authorized by the Company to do so. Employee acknowledges that he/she shall bear all costs, losses and damages resulting from any intentional breach of this paragraph, to the fullest extent permitted by applicable law. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the narrowest disclosure so required and, except to the extent prohibited by law, Employee shall provide give the Company at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosurein limiting disclosure and obtaining suitable confidentiality protections. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All 2.1 The Receiving Party shall hold the Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in strict confidence and refrain from disclosing will not disclose, copy, reproduce or distribute any of it or otherwise make it available to any person other than an Authorised Recipient (on condition that they will not disclose, copy, reproduce, distribute or otherwise make it available to any other party all Confidential Informationperson who is not an Authorised Recipient) or otherwise without the Disclosing Party's specific prior written approval (which may be withheld in the Disclosing Party's absolute discretion). 2.2 The Receiving Party shall, whether written or oraland shall procure that its Authorised Recipients shall, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with for the Company purpose of the discussions between the Parties and for no other purpose, (iii) take all reasonable precautions necessary to . 2.3 The Receiving Party shall ensure that each Authorised Recipient to whom Confidential Information is disclosed is made aware of (in advance of disclosure), and adheres to, the terms of this Agreement. 2.4 The Receiving Party shall, and shall procure that each Authorised Recipient shall, use no lesser security measures and degree of care than those which the Receiving Party would apply to its own confidential information to keep the Confidential Information securely and properly protected against theft, damage, loss and unauthorized access (including access by electronic means). 2.5 If so required by the Disclosing Party, the Receiving Party shall not bepromptly identify the location(s) at which any Confidential Information provided by the Disclosing Party or any of its Connected Persons is kept. The Receiving Party shall, or be permitted to beand shall procure that each Authorised Recipient shall, shown, copied or notify the Disclosing Party as soon as practicable upon becoming aware that any Confidential Information has been disclosed to or obtained by a third parties, without the prior written consent of the Company, party (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, otherwise than as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection ). 2.6 The Receiving Party shall be responsible for any breach of the Company’s terms of this Agreement by any Authorised Recipient. 2.7 The Receiving Party shall apply for any Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose it requires, and shall direct enquiries concerning any Confidential InformationInformation supplied, whether in a legal only to THOMSON MEDICAL PTE. LTD. or regulatory proceeding or otherwise, such other representative(s) of the Employee shall provide Disclosing Party as the Company with prompt notice of such request or order so that the Company Disclosing Party may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value subsequently notify to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida StatutesReceiving Party.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee Contractor agrees that at all times during the term of this Agreement and after the termination of employment with the Company Medical Services Agreement for as long as such information remains non-public information, the Employee Contractor shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company or any Affiliated Entities and its their business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with services to the Company or any Affiliated Entity and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the CompanyCompany or any Affiliated Entity, (iv) observe all security policies implemented by the Company or any Affiliated Entity from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee Contractor agrees that protection of the Company’s and any Affiliated Entity’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee Contractor further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s and any Affiliated Entity’s legitimate business interest in preserving its Confidential Information. In addition, Contractor will not view or access any PI or PHI unless required and authorized by the Company to do so. Contractor acknowledges that he/she shall bear all costs, losses and damages resulting from any intentional breach of this paragraph, to the fullest extent permitted by applicable law. b. In the event that the Employee Contractor is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the Employee narrowest disclosure so required and, except to the extent prohibited by law, Contractor shall provide give the Company or any Affiliated Entities at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosureor any Affiliated Entities in limiting disclosure and obtaining suitable confidentiality protections. c. Employee Contractor acknowledge(s) that this "“Confidential Information" ” is of value to the Company and/or any Affiliated Entities by providing it them with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company or any Affiliated Entities for general dissemination. Employee Contractor acknowledges that this "“Confidential Information" ” derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "“Confidential Information" ” under this Agreement constitutes “Trade Secrets” under both Section 688.002 and Chapter 812 of the Florida StatutesStatutes and California’s Uniform Trade Secrets Act, Cal. Civ. Code section 3426 et seq.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence The Company and refrain from disclosing Executive acknowledge and agree that the services of Executive are unique and extraordinary and essential to any the business of the Company, especially since Executive shall have access to the Company’s customer lists, trade secrets and other party privileged and confidential information essential to the Company’s business. (ii) Executive represents that he has been informed that it is the policy of the Company to maintain as secret all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom further acknowledges that such Confidential Information is providedof great value to the Company. Executive recognizes that, (ii) use the Confidential Information solely in connection with by reason of his or her employment with the Company and for no other purposeCompany, (iii) take all reasonable precautions necessary to ensure he will acquire Confidential Information as aforesaid. Executive confirms that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are is reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Informationgoodwill. b. (iii) Executive agrees that he will not, directly or indirectly, at any time during the Employment Period or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any Confidential Information belonging to the Company, whether in oral, written, electronic, or permanent form, except (1) to the extent necessary to perform services on behalf of the Company, (2) if he is required to do so by (a) a court of law or arbitration panel, (b) any governmental agency or (c) any administrative or legislative body, (3) if such disclosure or use has been authorized in writing by the Board or (4) if such disclosure or use is otherwise required by law. In the event that the Employee Executive is ordered requested or required (by oral question or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar legal proceeding) to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide he will notify the Company with prompt notice promptly of such the request or order requirement so that the Company CEO and the Board may seek a protective order. Upon the Company’s request and at the Company’s sole expense, Executive will use reasonable efforts to prevent disclosure. c. Employee acknowledge(s) obtain assurances that confidential treatment will be accorded to the Confidential Information and only that portion of the Confidential Information which Executive is advised in writing by the Company’s counsel is legally required to be disclosed may be disclosed. Upon termination of this "Confidential Information" is Agreement, or at the request of value the Company prior to its termination, Executive shall deliver forthwith to the Company by providing it with a competitive advantage over their competitors, is not generally known all Confidential Information in Executive’s possession or control belonging to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "and all tangible items embodying or containing Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. In addition, Employee will not view or access any PI or PHI unless required by the Company in the course Employee’s job duties and responsibilities for the Company and then only when authorized by the Company to do so. Employee acknowledges that he/she shall bear all costs, losses and damages resulting from any intentional breach of this paragraph, to the fullest extent permitted by applicable law. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the narrowest disclosure so required and, except to the extent prohibited by law, Employee shall provide give the Company at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosurein limiting disclosure and obtaining suitable confidentiality protections. c. Employee acknowledge(s) that this "“Confidential Information" ” is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "“Confidential Information" ” derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "“Confidential Information" ” under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Each Party acknowledges that it may acquire Confidential Information is considered highly sensitive of the other Party in connection with its performance of its obligations set forth in this Agreement. Any Party disclosing Confidential Information hereunder shall clearly xxxx such Confidential Information using words such as “confidential” or “proprietary” or other words clearly indicating its confidential nature and, with respect to Confidential Information disclosed orally, shall provide a written summary of such Confidential Information and strictly confidentialconfirm the confidential nature of any such Confidential Information in writing within thirty (30) days of its disclosure. The Employee agrees Each Party shall hold all Confidential Information of the other Party in confidence, using the same degree of care to prevent unauthorized disclosure or access that at all times during it uses with its own confidential information of similar type (but in no event using less than a reasonable degree of care), and shall not disclose such Confidential Information to others, allow others to access it, or use it in any way, commercially or otherwise, except, if necessary, in furtherance of performing its obligations under this Agreement and only to the term extent they need to know; provided, however, that each Party (a) may disclose Confidential Information to its Affiliates and to its and their attorneys, accountants and other confidential advisors who need to know such information for the purpose of assisting such Party in connection with the transactions contemplated herein or the subject matter hereof that are bound by a duty of confidentiality of even scope herewith, and (b) disclose the terms and conditions of this Agreement and after any pricing or financial information related hereto to a purchaser or potential purchaser that is not a competitor of the termination other Party seeking to purchase all or substantially all of employment with the Company for as long as business of such information remains non-public informationParty to which this Agreement relates provided that the purchaser or potential purchaser is bound by a duty of confidentiality of even scope herewith and provided further that if the purchaser or potential purchaser has any ownership interest in a competitor, the Employee such purchaser or potential purchaser shall (i) hold in confidence and refrain be prohibited from disclosing the terms and conditions of this Agreement and any pricing or financial information to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such competitor. The receiving Party shall not use Confidential Information is provided, (ii) use received from the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, disclosing Party without the prior written consent of the Companydisclosing Party for acquiring any Intellectual Property rights, (iv) observe all security policies implemented by which consent may be granted or withheld in the Company from time to time with respect to the disclosing Party’s sole discretion. Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.EXECUTION VERSION

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee Contractor agrees that at all times during the term of this Agreement and after the termination of employment with the Company Medical Services Agreement for as long as such information remains non-public information, the Employee Contractor shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company or any Affiliated Entities and its their business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with services to the Company or any Affiliated Entity and for no other purpose, (iii) take CONTRACTOR’S INITIALS /s/ M.A. all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the CompanyCompany or any Affiliated Entity, (iv) observe all security policies implemented by the Company or any Affiliated Entity from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee Contractor agrees that protection of the Company’s and any Affiliated Entity’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee Contractor further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s and any Affiliated Entity’s legitimate business interest in preserving its Confidential Information. In addition, Contractor will not view or access any PI or PHI unless required and authorized by the Company to do so. Contractor acknowledges that he/she shall bear all costs, losses and damages resulting from any intentional breach of this paragraph, to the fullest extent permitted by applicable law. b. In the event that the Employee Contractor is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the Employee narrowest disclosure so required and, except to the extent prohibited by law, Contractor shall provide give the Company or any Affiliated Entities at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosureor any Affiliated Entities in limiting disclosure and obtaining suitable confidentiality protections. c. Employee Contractor acknowledge(s) that this "“Confidential Information" ” is of value to the Company and/or any Affiliated Entities by providing it them with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company or any Affiliated Entities for general dissemination. Employee Contractor acknowledges that this "“Confidential Information" ” derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "“Confidential Information" ” under this Agreement constitutes “Trade Secrets” under both Section 688.002 and Chapter 812 of the Florida StatutesStatutes and California’s Uniform Trade Secrets Act, Cal. Civ. Code section 3426 et seq.

Duty of Confidentiality. a. All You acknowledge that during your employment, you will have access to confidential and proprietary information relating to the Company, its artists, its business and third parties with whom the Company does or did business (including, but not limited to, trade secrets, client lists, passwords, marketing strategies, financial information, royalty information, contracts with third parties and the terms thereof, contract proposals and negotiations, government, legislative and regulatory activities, litigation matters, and personnel and policy information) (collectively, “Confidential Information is considered highly sensitive and strictly confidentialInformation”). The Employee agrees that at At all times during hereafter, you will maintain the term confidentiality of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information. You will not, whether written either directly or oralindirectly, tangible or intangible, concerning the Company and its business and operations unless such make any disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such of Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not beany third party, or be permitted to bemake any use of Confidential Information, shown, copied for your own benefit or disclosed to the benefit of any third partiesparty, without the Company’s prior written consent consent. In the event that you are requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of you will notify the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice General Counsel promptly (but no later than five (5) days from receipt of such request or order request) so that the Company may seek a protective order or other appropriate 2 remedy or, in the Company’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, you agree to prevent disclosure. c. Employee acknowledge(s) furnish only that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors portion of the Company, Confidential Information which you are advised by legal counsel is legally required and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of will exercise all reasonable efforts to maintain its secrecyobtain reliable assurance that confidential treatment will be accorded the Confidential Information. ThereforeAs remedies at law may be inadequate to protect the Company against any actual or threatened breach of this policy, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 Company shall have the right to injunctive relief in the Company’s favor without proof of the Florida Statutesirreparable harm.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term Term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, such disclosure shall be limited to the narrowest disclosure, as practically as possible, so required and, except to the extent prohibited by law, Employee shall provide give the Company at least two (2) weeks’ notice, if practicable, of the basis for any such compelled disclosure of Confidential Information and shall reasonably cooperate with prompt notice of such request or order so that the Company may seek to prevent disclosurein limiting disclosure and obtaining suitable confidentiality protections. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes ““ Trade Secrets” under Section 688.002 and Chapter 812 445.1902 of the Florida Michigan Statutes.

Duty of Confidentiality. a. All Each Party acknowledges that it may acquire Confidential Information is considered highly sensitive of the other Party in connection with its performance of its obligations set forth in this Agreement. Any Party disclosing Confidential Information hereunder shall clearly mxxx such Confidential Information using words such as “confidential” or “proprietary” or other words clearly indicating its confidential nature and, with respect to Confidential Information disclosed orally, shall provide a written summary of such Confidential Information and strictly confidentialconfirm the confidential nature of any such Confidential Information in writing within thirty (30) days of its disclosure. The Employee agrees Each Party shall hold all Confidential Information of the other Party in confidence, using the same degree of care to prevent unauthorized disclosure or access that at all times during it uses with its own confidential information of similar type (but in no event using less than a reasonable degree of care), and shall not disclose such Confidential Information to others, allow others to access it, or use it in any way, commercially or otherwise, except, if necessary, in furtherance of performing its obligations under this Agreement and only to the term extent they need to know; provided, however, that each Party (a) may disclose Confidential Information to its Affiliates and to its and their attorneys, accountants and other confidential advisors who need to know such information for the purpose of assisting such Party in connection with the transactions contemplated herein or the subject matter hereof that are bound by a duty of confidentiality of even scope herewith, and (b) disclose the terms and conditions of this Agreement and after any pricing or financial information related hereto to a purchaser or potential purchaser that is not a competitor of the termination other Party seeking to purchase all or substantially all of employment with the Company for as long as business of such information remains non-public informationParty to which this Agreement relates provided that the purchaser or potential purchaser is bound by a duty of confidentiality of even scope herewith and provided further that if the purchaser or potential purchaser has any ownership interest in a competitor, the Employee such purchaser or potential purchaser shall (i) hold in confidence and refrain be prohibited from disclosing the terms and conditions of this Agreement and any pricing or financial information to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such competitor. The receiving Party shall not use Confidential Information is provided, (ii) use received from the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, disclosing Party without the prior written consent of the Companydisclosing Party for acquiring any Intellectual Property rights, (iv) observe all security policies implemented by which consent may be granted or withheld in the Company from time to time with respect to the disclosing Party’s sole discretion. Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.EXECUTION VERSION

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of employment with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without Without the prior written consent of Seller, except as otherwise available to members of the Companygeneral public by actions of Seller or its agents, or otherwise, Buyer shall keep, and Buyer shall cause any Person related to Buyer to keep, the Due Diligence Materials strictly confidential and will not disclose to any other Person other than an Interested Party: (i) the fact that any investigations, discussions or negotiations are taking place concerning a transaction contemplated by this Agreement, (ii) any of the terms, conditions or other facts with respect to any such possible transaction including, without limitation, the status thereof, (iii) any part of the Due Diligence Materials or any reports, analyses or studies which are prepared by Buyer or any Person related to Buyer to the extent the same contain or are derived from the Due Diligence Materials, or (iv) observe all security policies implemented the existence of terms of this agreement, unless such disclosure is required by applicable law; provided, however that Buyer may disclose such of the Company from time Due Diligence Materials as required pursuant to time with respect a subpoena or order issued by a court of competent jurisdiction, or by a judicial or administrative or legislative body or committee or as otherwise may be required by law and such determination is made on the advice of counsel. If Buyer receives a request to the Confidential Informationdisclose any Due Diligence Materials under such subpoena or order, Buyer will: (i) promptly notify Seller thereof, and (vii) not use if disclosure is required or disclosedeemed by Buyer advisable (acting on advice of counsel), directly cooperate with Seller (at no cost or indirectlyexpense to Buyer) in any reasonable attempt that they may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of the Due Diligence Materials. A breach by an Interested Party of this provision shall be deemed a breach by Buyer of this provision. Buyer, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself any Person related to Buyer or any other personInterested Party shall not, partnershipwithout Seller's prior written consent, firm, corporation, association or other legal entity, issue any Confidential Information, unless expressly permitted public statements related to the transactions contemplated by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information, including, without limitation, press releases, brochures, marketing materials or other written, oral, digital or electronic communications. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of During his employment with the Company Company, Executive has and will continue to be exposed to the confidential attorney-client communications of the Xxxxxxxx Companies. Executive acknowledges and agrees that the attorney-client privilege applicable to those communications belongs to the Xxxxxxxx Companies, not Executive, and Executive has no authority to waive or compromise that privilege. Executive shall not directly or indirectly use or disclose any information or document conveyed to him in the course of his employment that is a confidential attorney-client communication or is attorney work product, except directly to the Xxxxxxxx Companies’ attorneys, or as required by law or a validly issued court or administrative agency order. 9 Exhibit 10.1 During his employment with the Company, Executive has and will continue to be intimately involved in developing strategy and planning for as long as the Xxxxxxxx Companies, and has been and will continue to be provided or have access to Confidential Information belonging to the Xxxxxxxx Companies. Executive acknowledges and agrees that such information remains non-public information, the Employee shall (i) hold in confidence has been and refrain from disclosing will continue to any other party all Confidential Information, whether written be developed or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed obtained by the Company with Xxxxxxxx Companies by the party investment of significant time, effort, and expense, and that such information is a valuable, special, and unique asset of the Xxxxxxxx Companies. Executive further understands and acknowledges that such information is proprietary to whom such Confidential Information is providedthe Xxxxxxxx Companies and that, (ii) use if exploited by Executive in contravention of this Agreement, would seriously, adversely, and irreparably affect the Confidential Information solely in connection with business of the Xxxxxxxx Companies. Executive agrees that during his or her employment with the Company and following the cessation of that employment for no other purposeany reason, (iii) take all reasonable precautions necessary to ensure that Executive shall not, except as otherwise required by law or a validly issued court or administrative agency order and except in furtherance of the interests of the Xxxxxxxx Companies, directly or indirectly divulge or make use of any Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third partiesInformation, without the prior written consent of the Company, (iv) observe all security policies implemented until such Confidential Information ceases to be confidential by reason of the actions of others or through an authorized disclosure by Executive. Executive further agrees that if Executive is questioned about information subject to this Agreement by anyone not authorized to receive such information, Executive will, unless prohibited or otherwise protected by law, promptly notify the General Counsel of the Company. This Agreement does not limit the remedies available under common or statutory law, which may impose additional duties of non-disclosure. Executive agrees that during his employment with the Company from time to time with respect to and following the Confidential Informationcessation of that employment for any reason, and (v) not use or discloseExecutive shall not, except in furtherance of the interests of the Xxxxxxxx Companies, directly or indirectlyindirectly divulge or make use of any Trade Secrets, as an individual or as until such Trade Secret(s) ceases to be a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted Trade Secret by this Agreement. Employee agrees that protection reason of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Informationactions of others or through an authorized disclosure by Executive. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Each Party acknowledges that it may, in the course of performing its responsibilities under this Agreement, be exposed to, or acquire, Confidential Information is considered highly of the other Party or its Affiliates or their customers or third parties to whom the other Party or its Affiliates owe a duty of confidentiality. Recipient agrees to hold the Confidential Information of Discloser in confidence using the same or greater degree of care it uses with its own most sensitive information (but in no event less than a reasonable degree of care) and strictly confidential. The Employee agrees that at all times during not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the term performance of this Agreement and after the termination of employment with the Company for or as long as such information remains non-public information, the Employee shall (i) hold expressly set forth in confidence and refrain from disclosing this Agreement. Recipient will limit access to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information is providedof Discloser to only those of its employees, (ii) use agents and contractors having a need-to-know in connection with this Agreement or provision of the Services. Recipient shall advise all of its employees and subcontractors who may be exposed to the Confidential Information solely of Discloser of their obligations to keep such information confidential in connection accordance with his this Article 15. Recipient shall, upon expiration or her employment with termination of this Agreement or applicable Work Agreement or otherwise upon demand, either return to Discloser or destroy and certify in writing to Discloser the Company destruction of any and for no other purposeall documents, (iii) take all reasonable precautions necessary papers and materials and notes thereon in Recipient’s possession, including copies or reproductions thereof, to ensure that the extent they contain Confidential Information shall not beof Discloser except for any [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, or AS AMENDED. Confidential Information which is otherwise required to be permitted retained pursuant to bethis Agreement, shown, copied or disclosed which Confidential Information will continue to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect be subject to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit terms of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Each Party acknowledges that it may acquire Confidential Information is considered highly sensitive and strictly confidentialof the other Party(ies) in connection with its performance of its obligations set forth in this Agreement. The Employee agrees that at all times during During the term Term of this Agreement and for one (1) year after the termination of employment Term (but, with the Company for as long as such information remains non-public information, the Employee shall (i) hold in confidence and refrain from disclosing respect to any other party all Confidential InformationInformation constituting a trade secret, whether written or oral, tangible or intangible, concerning for the Company and its business and operations unless later of one (1) year until such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom time that such Confidential Information is no longer qualifies for protection as a trade secret under applicable law), and to the extent permitted under Colorado law, each Party shall hold all Confidential Information of the other Party(ies) in confidence, using the same degree of care to prevent unauthorized disclosure or access that it uses with its own confidential information of similar type (but in no event using less than a reasonable degree of care), and shall not disclose such Confidential Information to others, allow others to access it, or use it in any way, commercially or otherwise, except in furtherance of performing its obligations under this Agreement; provided, however, that (iia) use the each Party may disclose Confidential Information solely to its Affiliates and to its and their attorneys, accountants and other confidential advisors who need to know such information for the purpose of assisting such Party in connection with his the transactions contemplated herein or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent subject matter hereof who are bound by a duty of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential Informationconfidentiality of even scope herewith, and (vb) not use each Party shall have the right to disclose the existence of, and the terms and conditions of, this Agreement (subject to reasonable redaction) to any actual or disclosebona fide prospective purchaser, directly or indirectlyinvestor, as an individual or as a partnerlender, joint venturerventure or business partner or acquirer of all or a part of its business or assets, employeeby merger, agentand sale, salesman, contractor, officer, director or otherwise, for in each case provided that the benefit recipient is bound by a confidentiality agreement of himself or herself or even scope herewith; provided that the terms and conditions of this Agreement shall not be disclosed by a Party to any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees third party that protection is a competitor of the Company’s other Parties. Any Confidential Information constitutes a legitimate business interest justifying transmitted to an employee or Affiliate of the restrictive covenants contained hereinreceiving Party shall be considered as transmitted to the receiving Party. Employee further Any information disclosed by an employee or Affiliate of the disclosing Party shall be considered to be disclosed by the disclosing Party. Developer acknowledges and agrees that the restrictive covenants contained herein are reasonably necessary County, as a political subdivision of the State of Colorado, is subject to protect compliance with the Company’s legitimate business interest in preserving its Colorado Open Records Act, and must provide or disclose any public records upon request, pursuant to C.R.S. § 00-00-000, et seq. Any such disclosure by the County shall not be considered a breach of this Agreement and this section pertaining to confidentiality of documents and Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All (a) Employee agrees to hold all Confidential Information of the Company and its affiliates (collectively, the “Group Companies”), in strictest confidence unless disclosure or use is considered highly sensitive required by law or any governmental authority or regulatory body. During the term of Employee’s employment hereunder, Employee may have access to and strictly confidentialbecome acquainted with Confidential Information of third parties (such as suppliers, customers, etc. The of the Group Companies) which is in the Company’s possession and with whom a Group Company is in a confidential relationship. Employee agrees that at all times during to also hold such third parties’ Confidential Information in strictest confidence as if it were Confidential Information of the Company. (b) During the term of this Agreement and after thereafter, Employee shall not directly or indirectly in any way use (other than for the termination Group Companies’ purposes), copy, transfer or disclose any Confidential Information of employment with the Group Companies or of any third party referred to in Section 9(a) above, except as required in the performance of Employee’s duties for the Company, or as specifically authorized by the Chairman of the Company for or the Board. The parties acknowledge and agree that, as long as such information remains non-public informationbetween them all items of Confidential Information are important, material and confidential trade secrets of the Employee shall Group Companies and affect the successful conduct of the business of the Group Companies and their goodwill, and that any breach of this Section 9 is a material breach of this Agreement. (c) All files, documents, works and other materials containing any (i) hold in confidence and refrain from disclosing to any other party all Confidential Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed by the Company with the party to whom such Confidential Information of any third party referred to in Section 9(a) above which is providedin the Company’s possession, (ii) use the Confidential Information solely in connection with his of the Group Companies, or her employment with the Company and for no other purpose, (iii) take all reasonable precautions necessary information affecting or relating to ensure that the Confidential Information business, services or products of the Group Companies, which Employee shall prepare, use, possess or control shall be and remain the sole property of the Group Companies; and with the exception of ordinary work routinely taken home, shall not be, or be permitted to be, shown, copied or disclosed to third parties, without the prior written consent of the Company, (iv) observe all security policies implemented by the Company removed from time to time with respect to the Confidential Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted by this Agreement. Employee agrees that protection of the Company’s Confidential Information constitutes a legitimate business interest justifying facilities without prior specific authorization of the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Information. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide Chairman of the Company with prompt notice of such request or order so that the Company may seek to prevent disclosureBoard. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.

Duty of Confidentiality. a. All Confidential Information is considered highly sensitive and strictly confidential. The Employee agrees that at all times during the term of this Agreement and after the termination of During his employment with the Company Company, Executive has and will continue to be exposed to the confidential attorney-client communications of the Xxxxxxxx Companies. Executive acknowledges and agrees that the attorney-client privilege applicable to those communications belongs to the Xxxxxxxx Companies, not Executive, and Executive has no authority to waive or compromise that privilege. Executive shall not directly or indirectly use or disclose any information or document conveyed to him in the course of his employment that is a confidential attorney-client communication or is attorney work product, except directly to the Xxxxxxxx Companies’ attorneys, or as required by law or a validly issued court or administrative agency order. During his employment with the Company, Executive has and will continue to be intimately involved in developing strategy and planning for as long as the Xxxxxxxx Companies, and has been and will continue to be provided or have access to Confidential Information belonging to the Xxxxxxxx Companies. Executive acknowledges and agrees that such information remains non-public information, the Employee shall (i) hold in confidence has been and refrain from disclosing will continue to any other party all Confidential Information, whether written be developed or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non-disclosure agreement executed obtained by the Company with Xxxxxxxx Companies by the party investment of significant time, effort, and expense, and that such information is a valuable, special, and unique asset of the Xxxxxxxx Companies. Executive further understands and acknowledges that such information is proprietary to whom such Confidential Information is providedthe Xxxxxxxx Companies and that, (ii) use if exploited by Executive in contravention of this Agreement, would seriously, adversely, and irreparably affect the Confidential Information solely in connection with business of the Xxxxxxxx Companies. Executive agrees that during his or her employment with the Company and following the cessation of that employment for no other purposeany reason, (iii) take all reasonable precautions necessary to ensure that Executive shall not, except as otherwise required by law or a validly issued court or administrative agency order and except in furtherance of the interests of the Xxxxxxxx Companies, directly or indirectly divulge or make use of any Confidential Information shall not be, or be permitted to be, shown, copied or disclosed to third partiesInformation, without the prior written consent of the Company, (iv) observe all security policies implemented until such Confidential Information ceases to be confidential by reason of the actions of others or through an authorized disclosure by Executive. Executive further agrees that if Executive is questioned about information subject to this Agreement by anyone not authorized to receive such information, Executive will, unless prohibited or otherwise protected by law, promptly notify the General Counsel of the Company. This Agreement does not limit the remedies available under common or statutory law, which may impose additional duties of non-disclosure. Executive agrees that during his employment with the Company from time to time with respect to and following the Confidential Informationcessation of that employment for any reason, and (v) not use or discloseExecutive shall not, except in furtherance of the interests of the Xxxxxxxx Companies, directly or indirectlyindirectly divulge or make use of any Trade Secrets, as an individual or as until such Trade Secret(s) ceases to be a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential Information, unless expressly permitted Trade Secret by this Agreement. Employee agrees that protection reason of the Company’s Confidential Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Employee further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential Informationactions of others or through an authorized disclosure by Executive. b. In the event that the Employee is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise, the Employee shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure. c. Employee acknowledge(s) that this "Confidential Information" is of value to the Company by providing it with a competitive advantage over their competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Employee acknowledges that this "Confidential Information" derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all "Confidential Information" under this Agreement constitutes “Trade Secrets” under Section 688.002 and Chapter 812 of the Florida Statutes.