Common use of Non-Disclosure of Confidential Information Clause in Contracts

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company 's Service, Executive will have access to Confidential Information. For purposes of this Agreement, "Confidential Information" means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive's assigned duties and for the benefit of the Company, corporationeither during the period of Executive's Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company's part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive's Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any confidential representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Pursuant to the U.S. Defend Trade Secrets Act of 2016, which Executive 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 either directly or becomes publicly available indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other than document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive's attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a breach court order. No Company policies or practices, including this Non-Disclosure of this paragraph 12(a) by Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive. (b) All information and documents relating 's right, without prior notice to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with provide information to the government, participate in investigations, testify in proceedings regarding the Company's past or future conduct, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then or engage in Executive’s possession or control shall be returned and left with the Companyany activities protected under whistle blower statutes.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that All information learned or developed by the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of the Executive’s employment with by the Company or any subsidiary thereof will be deemed “Confidential Information” under the terms of this Agreement. Examples of Confidential Information include, but are not limited to, business, scientific and that it would be unfair to use that technical information owned or knowledge to compete with or to otherwise disadvantage controlled by the Company. Executive shall not, during including the Term Company’s business plans and strategies; business operations and systems; information concerning employees, customers, partners and/or licensees; patent applications; trade secrets; inventions; ideas; procedures; formulations; processes; formulae; data and all other information of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures nature whatsoever which relate to the Company’s advisors and consultants)business, as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directorsscience, to any persontechnology and/or products. In addition, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information Confidential Information shall include, but shall not be limited to, proprietary technologyall information which the Company may receive from third parties. The Executive will not disclose to any person at any time or use in any way, trade secretsexcept as directed by the Company, patented processeseither during or after the employment of the Executive by the Company, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential informationConfidential Information. This confidentiality obligation The foregoing restrictions shall not apply to any confidential information, information which is or becomes publicly available other than pursuant part of the public domain though no act or failure to a breach of this paragraph 12(a) act by the Executive. (b) All information and documents relating . In addition to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be foregoing, in the exclusive property process of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documentsor thereafter, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession under no condition is the Executive to use or control shall be returned and left with disclose to the Company, or incorporate or use in any of his work for the Company, any confidential information imparted to the Executive or with which he may have come into contact while in the employ of his former employer(s). Executive acknowledges receipt of the following notice under the Defend Trade Secrets Act: An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if he/she (i) makes such disclosure in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure was made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that As used herein, ------------------------------------------ "Confidential Information" means any and all information affecting or relating to the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course business of Executive’s employment with 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 without limitation, all copyrights, patents, trademarks, service marks, trade secrets, contract rights, titles, themes, stories, treatments, ideas, concepts, technologies, art work, logos, hardware, software, and may be embodied in any and all computer programs, tapes, diskettes, disks, mailing lists, lists of actual or prospective customers and/or suppliers, notebooks, documents, 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", ideas, concepts, research, processes, and plans. "Confidential Information" does not include information that it would be unfair to use is in the public domain, information that is generally known in the trade, or information or knowledge to compete that Executive can prove he acquired wholly independently of his employment with or to otherwise disadvantage the Company. Executive shall not, at any time during the Term of Employment or at any time following the Term of Employmentthereafter, directly or indirectly, disclose or permit furnish to be known (any other than as is required person, firm or corporation any Confidential Information, except in the regular course of the proper performance of his duties (including without limitation disclosures to the Company’s advisors and consultants), hereunder or as required by law (in which case event Executive shall give the Company prior written notice to Company and shall cooperate with Company and Company's counsel in complying with such legal requirements). Promptly upon the expiration or termination of such required disclosure) Executive's employment hereunder for any reason or with whenever the prior written consent of the Board of DirectorsCompany so requests, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating Executive shall surrender to the Company all documents, drawings, work papers, lists, memoranda, records and other data (including all copies) constituting or pertaining in any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by way to any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by ExecutiveConfidential Information. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that All information learned or developed by the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of the Executive’s employment with by the Company or any subsidiary thereof will be deemed “Confidential Information” under the terms of this Agreement. Examples of Confidential Information include, but are not limited to, business, scientific and that it would be unfair to use that technical information owned or knowledge to compete with or to otherwise disadvantage controlled by the Company. Executive shall not, during including the Term Company’s business plans and strategies; business operations and systems; information concerning employees, customers, partners and/or licensees; patent applications; trade secrets; inventions; ideas; procedures; formulations; processes; formulae; data and all other information of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures nature whatsoever which relate to the Company’s advisors and consultants)business, as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directorsscience, to any persontechnology and/or products. In addition, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information Confidential Information shall include, but shall not be limited to, proprietary technologyall information which the Company may receive from third parties. The Executive will not disclose to any person at any time or use in any way, trade secretsexcept as directed by the Company, patented processeseither during or after the employment of the Executive by the Company, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential informationConfidential Information. This confidentiality obligation The foregoing restrictions shall not apply to any confidential information, information which is or becomes publicly available other than pursuant part of the public domain though no act or failure to a breach of this paragraph 12(a) act by the Executive. (b) All information and documents relating . In addition to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be foregoing, in the exclusive property process of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documentsor thereafter, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession under no condition is the Executive to use or control shall be returned and left with disclose to the Company, or incorporate or use in any of her work for the Company, any confidential information imparted to the Executive or with which she may have come into contact while in the employ of her former employer(s). Executive acknowledges receipt of the following notice under the Defend Trade Secrets Act: An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret if he/she (i) makes such disclosure in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure was made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) The Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course as a result of Executive’s 's employment with by the Company, the Executive, both during and after the Term, will obtain secret and confidential information concerning the business of the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited towithout limitation, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technologyfinancial information, trade secrets, patented processesinformation concerning the operations, research sales, personnel, suppliers, customers, costs, profits and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, "know how" and certain business methodologies (the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive"Confidential Information"). (b) All During the Term and thereafter, the Executive shall exercise all due and diligent precautions to protect the integrity of the customer lists, mailing lists and sources thereof, statistical data and compilations, agreements, contracts, manuals, memoranda, notes, records, reports or other documents and any and all other materials embodying any Confidential Information (the "Confidential Materials") and, upon the Company's request in writing, Executive shall immediately return to the Company all such Confidential Materials (and copies thereof) then in Executive's possession or control. (c) Executive shall not at any time, either during the Term of this Agreement or thereafter, divulge to any person or entity any Confidential Information or deliver or permit any person or entity to obtain any Confidential Materials except (i) when required in the course of performing Executive's duties hereunder, (ii) with the Company's express written consent, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) the Executive shall have no responsibility for the divulgence of any information which is in the public domain. If the Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, the Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company's expense, Executive shall (x) take all reasonably necessary steps required by the Company to defend against the enforcement of such subpoena, court order or other government process and documents (y) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. (d) Upon termination of Executive's employment with the Company, the Executive shall promptly deliver to the Company all Confidential Materials relating to the Company and its subsidiaries affiliates, which Executive may then possess or affiliates as herein above described (or other business affairs) have under Executive's control; provided, however, that Executive shall be the exclusive property entitled to retain copies of the Company, such documents reasonably necessary to document Executive's financial relationship (both past and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left future) with the Company. (e) The Executive acknowledges that (i) any breach of the provisions of these Sections 8 and 9 may cause substantial and irreparable harm to the Company for which the Company would have no adequate remedy at law and (ii) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Company and its affiliates.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(aSection 11(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that As used herein, “Confidential Information” means any and all information affecting or relating to the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course business of Executive’s employment with 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 without limitation, all copyrights, patents, 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 actual or prospective customers and/or suppliers, notebooks, documents, 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”, ideas, concepts, research, processes, and plans. “Confidential Information” does not include information that it would be unfair to use is in the public domain, information that is generally known in the trade, or information or knowledge to compete that Executive can prove he acquired wholly independently of his employment with or to otherwise disadvantage the Company. Executive shall not, at any time during the Term of Employment or at any time following the Term of Employmentthereafter, directly or indirectly, disclose or permit furnish to be known (any other than as is required person, firm or corporation any Confidential Information, except in the regular course of the proper performance of his duties (including without limitation disclosures to the Company’s advisors and consultants), hereunder or as required by law (in which case event Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries shall cooperate with Company and Company’s counsel in complying with such legal requirements). Promptly upon the expiration or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with hereunder for any reason or whenever the CompanyCompany so requests, Executive shall surrender to the Company all documents, recordsdrawings, reportswork papers, writings lists, memoranda, records and other similar documents containing confidential information, data (including copies thereof then all copies) constituting or pertaining in Executive’s possession or control shall be returned and left with any way to any of the CompanyConfidential Information.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him to, or learned by by, Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, employee compensation and benefits information, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company. (c) In accordance with the Federal Defend Trade Secrets Act, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets by unauthorized means.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as ) or is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliatessubsidiaries, the directors of the Company or its subsidiaries or affiliatessubsidiaries, any supplier or customer client of the Company or any of their subsidiaries or affiliatesits subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(aSection 11(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than than: (i) as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), ; (ii) as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or (iii) with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany's Chief Executive Officer), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or US Shipping Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesUS Shipping Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe US Shipping Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates US Shipping Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) In consideration of the covenants of the Company herein, the Executive agrees as follows: a. The Executive hereby agrees and acknowledges that the Company possesses certain he has and has had access to or is aware of Confidential Information. The Executive hereby agrees that he shall keep strictly confidential and propriety information that has been or may be revealed to him or learned by Executive will not during the course of Executive’s and after his employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage Company, without the Company. Executive shall not’s express written consent, during divulge, furnish or make accessible to any person or entity, or make use of for the Term benefit of Employment himself or at others, any time following the Term of EmploymentConfidential Information obtained, directly possessed, or indirectly, disclose or permit to be known (other than by him except as is required in the regular course of performing the duties and responsibilities of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required employment by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with while in the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property employ of the Company, and that he will, prior to or upon the date on which his employment with the Company terminates (the “Date of Termination”) deliver or return to the Company all such Confidential Information that is in written or other physical or recorded form or which has been reduced to written or other physical or recorded form, and all copies thereof, in his possession, custody or control. The foregoing covenant shall not apply to (i) any Confidential Information that becomes generally known or available to the public other than as a result of a breach of the agreements of the Executive contained herein, (ii) any disclosure of Confidential Information by the Executive that is expressly required by judicial or administrative order; provided however that the Executive shall use commercially reasonable best efforts have (x) notified the Company as promptly as possible of the existence, terms and circumstances of any notice, subpoena or other process or order issued by a court or administrative authority that may require him to prevent disclose any publication or disclosure thereof. Upon termination of Executive’s employment Confidential Information, and (y) cooperated with the Company, at the Company’s request, in taking legally available steps to resist or narrow such process or order and to obtain an order or other reliable assurance that confidential treatment will be given to such Confidential Information as is required to be disclosed. b. For purposes of this Agreement, “Confidential Information” means all documents, records, reports, writings and other similar documents containing confidential non-public or proprietary information, data, trade secrets, “know-how”, or technology with respect to any products, designs, improvements, research, styles, techniques, suppliers, clients, markets, methods of distribution, accounting, advertising and promotion, pricing, sales, finances, costs, profits, financial condition, organization, personnel, business systems (including copies thereof then in Executive’s possession without limitation computer systems, software and programs), business activities, operations, budgets, plans, prospects, objectives or control shall be returned and left with strategies of the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term end of EmploymentExecutive’s employment with the Company, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a5(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company. (c) In accordance with the Federal Defend Trade Secrets Act, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets by unauthorized means.

Non-Disclosure of Confidential Information. Executive recognizes that during the course of employment with Company, Executive may have access to Confidential Information of Company, its subsidiaries and other organizations controlled by, controlling, or under common control with it (“Affiliates”). “Company Group” means Osmetech, Inc. and its Affiliates, including Company. Company Group is a third-party beneficiary of this NDIA Agreement and the restrictive covenants in this NDIA Agreement are intended for the benefit of Company Group. As used in this NDIA Agreement, the term “Confidential Information” means the applicable information of each Company Group and includes information not publicly available about Company Group’s: (a) research and development; manufacturing methods and formulas; (b) purchasing; marketing; sales costs; pricing inventions; improvements; (c) inventions, discoveries and ideas (whether patentable or not) related to their activities; (d) business and management development plans; (e) customer and supplier contact information and requirements; (f) proprietary software systems and technology related methodologies; (g) customers’ proprietary software systems and technology related methodologies; (h) activities of their established committees or boards; (i) litigation, disputes, or investigations to which they may be (or may have been) a party and legal advice provided to Executive in the course of Executive’s employment; and (j) any other trade secrets. Executive acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of Company. Executive will not, without the written consent of the Chief Operating Officer, during the term employment or at any time after the termination of employment, disclose copy, make use of, or remove from Company possesses certain confidential and propriety information that has been or premises, Confidential Information except as may be revealed to him or learned by Executive during required in the course of Executive’s employment with and for the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the benefit of Company. Executive shall not, during the Term specifically acknowledges that any use of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required Confidential Information by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired persons not employed by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any who are not authorized by Company to use the information provides such persons an unfair competitive advantage which they would not have had without the use of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by ExecutiveConfidential Information. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s Chief Executive Officer), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or US Shipping Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesUS Shipping Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe US Shipping Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates US Shipping Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company Service, Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive’s assigned duties and for the benefit of the Company, corporationeither during the period of Executive’s Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive’s Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(ainformation that (i) by Executive. (b) All information and documents relating was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its subsidiaries or affiliates as herein above described (expense in seeking a protective order or other business affairs) shall be the exclusive property appropriate protection of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential such information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company).

Non-Disclosure of Confidential Information. (a) Executive acknowledges By signing this letter agreement, you recognize that your services as an employee of the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company are unique services, and that it would be unfair by reason of your employment you will have access to use that and acquire proprietary and other confidential information or knowledge to compete with or to otherwise disadvantage and trade secrets concerning operations, future plans and methods of doing business of the Company, its affiliates and their respective clients. Executive shall notAccordingly, during the Term of Employment or you hereby covenant that you will not at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required during your employment by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, any time thereafter reveal or divulge to any person, firm, corporationcorporation or other business entity or use for your own personal or business purposes or for the personal or business purposes of any other person (other than the Company) any trade secrets or confidential information or knowledge relating to the business or businesses of the Company, its affiliates or their respective clients, including, without limiting the generality of the foregoing, any information or knowledge pertaining to products, formulae or processes, and developments or improvements with respect thereto, inventions, discoveries, trademark, patents, designs, sketches, manufacturing, packaging, merchandising, advertising, distribution and sales methods, sales and profits figures, budgeting materials, customer lists and relationships between the Company and any of its customers, suppliers, ultimate consumers or affiliates (collectively, “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information that (i) was, or becomes through no breach of your obligations hereunder, generally known to the public; or (ii) becomes known to you from sources other than the Company under circumstances not involving any breach of an agreement to which any such source is a party. As used in this letter agreement, the term “affiliate” means, with respect to a specified individual or entity, any confidential information acquired by him during the course of, other individual or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified individual or entity. As used in this letter agreement, the term “client” means any person, firm or corporation to whom goods, services or intellectual property are actively being supplied by the Company or an affiliate for compensation at the time you learn of the foregoingsuch person’s, firm’s or corporation’s Confidential Information, or to whom the Company or an affiliate is at such time actively soliciting a business relationship to engage in which such activities. You acknowledge that any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing materials or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company’s Confidential Information, in existence or developed in the future, including all copies thereof, are proprietary to the Company and its subsidiaries shall, following the termination of your employment, regardless of the circumstances thereof or affiliates as herein above described (or other business affairs) shall be reasons therefor, remain the Company’s sole and exclusive property of and that you shall immediately return all such materials and documents including any copies thereof to the Company, and Executive shall use commercially reasonable best efforts to prevent Company upon any publication or disclosure thereof. Upon termination of Executive’s your employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Companyupon any prior request.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him her or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him her during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive The Employee acknowledges that as a result of Employee's employment by the Company possesses certain Company, the Employee, both during and after the Term, will obtain secret and confidential and propriety information that has been or may be revealed to him or learned by Executive during concerning the course business of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited towithout limitation, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technologyfinancial information, trade secrets, patented processesinformation concerning the operations, research sales, personnel, suppliers, customers, costs, profits and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, "know how" and certain business methodologies (the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive"Confidential Information"). (b) All During the Term and thereafter, the Employee shall exercise all due and diligent precautions to protect the integrity of the customer lists, mailing lists and sources thereof, statistical data and compilations, agreements, contracts, manuals, memoranda, notes, records, reports or other documents and any and all other materials embodying any Confidential Information (the "Confidential Materials") and, upon the Company's request in writing, Employee shall immediately return to the Company all such Confidential Materials (and copies thereof) then in Employee's possession or control. (c) Employee shall not at any time, either during the Term of this Agreement or thereafter, divulge to any person or entity any Confidential Information or deliver or permit any person or entity to obtain any Confidential Materials except (i) when required in the course of performing Employee's duties hereunder, (ii) with the Company's express written consent, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) the Employee shall have no responsibility for the divulgence of any information which is in the public domain. If the Employee shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, the Employee promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company's expense, Employee shall (x) take all reasonably necessary steps required by the Company to defend against the enforcement of such subpoena, court order or other government process and documents (y) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. (d) Upon termination of Employee's employment with the Company, the Employee shall promptly deliver to the Company all Confidential Materials relating to the Company and its subsidiaries affiliates, which Employee may then possess or affiliates as herein above described (or other business affairs) have under Employee's control; provided, however, that Employee shall be the exclusive property entitled to retain copies of the Company, such documents reasonably necessary to document Employee's financial relationship (both past and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left future) with the Company. (e) The Employee acknowledges that (i) any breach of the provisions of these Sections 7 and 8 may cause substantial and irreparable harm to the Company for which the Company would have no adequate remedy at law and (ii) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Company and its affiliates.

Non-Disclosure of Confidential Information. The Executive acknowledges that, during his employment, he will learn and will have access to confidential information regarding the Company and its affiliates, including without limitation (ai) proprietary or secret plans, designs, processes, programs, documents, software, agreements or material relating to the business, products, services or activities of the Company and its affiliates and (ii) market reports, customer investigations, clinical data, scientific or engineering research, customer lists and/or similar information that is proprietary information of the Company or its affiliates (collectively, “Confidential Business and Technical Information”). The Executive recognizes and acknowledges that the Confidential Business and Technical Information, as it may exist from time to time, represents valuable, special and unique assets of the Company possesses certain confidential access to and propriety information that has been or may be revealed knowledge of which are essential to him or learned by Executive during the course performance of the Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Companyduties hereunder. The Executive shall will not, during or after the Term term of Employment his employment by the Company, in whole or at any time following the Term of Employment, directly or indirectlyin part, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors any such Confidential Business and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, Technical Information to any person, firm, corporation, association or other entityentity for any reason or purpose whatsoever, nor shall the Executive make use of any confidential information acquired by him such Confidential Business and Technical Information for his own purposes or for the benefit of any person, firm, corporation or entity except the Company under any circumstances during or after the course ofterm of his employment, or as an incident to, provided that after the term of his employment or these restrictions shall not apply to such secrets, information and processes which are then in the rendering of his advisory or consulting services hereunder, relating to public domain provided that the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlledExecutive was not responsible, directly or indirectly, by any for such secrets, information or processes entering the public domain without the Company’s consent. In the event an action is instituted and prior knowledge is an issue, it shall be the obligation of the foregoingExecutive to prove by clear and convincing evidence that the Confidential Business and Technical Information disclosed was in the public domain, was already known by the recipient, or in which any of was developed independently by the foregoing has a beneficial interestrecipient. The Executive agrees to hold as the Company’s property all memoranda, includingbooks, but not limited topapers, the business affairs of each of the foregoing. Such confidential information shall includeletters, but shall not be limited to, proprietary technology, trade secrets, patented processes, research formulas and development other data, know-howand all copies thereof and therefrom, market studies in any way containing Confidential Business and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing Technical Information or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents otherwise relating to the Company Company’s business and its subsidiaries affairs, whether made by him or affiliates as herein above described (otherwise coming into his possession, and upon termination of his employment, or other business affairs) shall be the exclusive property on demand of the Company, and Executive shall use commercially reasonable best efforts at any time, to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with deliver the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with same to the Company.

Non-Disclosure of Confidential Information. (a) a. Executive acknowledges that that, in the Company possesses certain confidential and propriety information that has been or performance of his duties as an employee of Employer, Executive may be revealed given access to him or learned by Confidential Information (as defined below). Executive during agrees that all Confidential Information has been, is and will be the course sole property of Executive’s employment with Employer and/or the Parent Company and that it would be unfair to use that information Executive has no right, title or knowledge to compete with or to otherwise disadvantage the Companyinterest therein. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or cause or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, disclosed to any person, firmor utilize or cause or permit to be utilized, corporation, or other entityby any person, any confidential information Confidential Information acquired pursuant to Executive’s employment with Employer (whether acquired prior to or subsequent to the execution of this Agreement or the Commencement Date) or otherwise, except that Executive may (i) utilize and disclose Confidential Information as required in the discharge of Executive’s duties as an employee of Employer in good faith, subject to any restriction, limitation or condition placed on such use or disclosure by him during Employer and/or the course ofParent Company, and (ii) disclose Confidential Information to the extent required by applicable law or as an incident ordered by a court of competent jurisdiction. b. For purposes of this Agreement, “Confidential Information” shall include , but not be limited to, his employment trade secrets and confidential or the rendering of his advisory proprietary information, knowledge or consulting services hereunderdata that is or will be used, relating to the Company developed, obtained or any of its subsidiaries or affiliatesowned by Employer, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Parent Company or any of their subsidiaries affiliates relating to the business, operations, products or affiliatesservices of Employer, Parent Company or any such affiliate or of any customer, supplier, employee or independent contractor thereof, including products, services, fees, pricing, designs, marketing plans, strategies, analyses, forecasts, formulas, drawings, photographs, reports, records, computer software (whether or not owned by, or any corporationdesigned for, partnership Employer, Parent Company or other entity owned or controlled, directly or indirectly, by any of the foregoingtheir affiliates), or in which any of the foregoing has a beneficial interestoperating systems, includingapplications, but not limited toprogram listings, the business affairs of each of the foregoing. Such confidential information shall includeflow charts, but shall not be limited tomanuals, proprietary documentation, data, databases, specifications, technology, trade secretsinventions, patented processesdevelopments, research and development datamethods, improvements, techniques, devices, products, know-how, market studies and forecastsprocesses, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing customer or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists contact persons, cost information, regulatory matters, employee information, accounting and business methods, trade secrets, copyrightable works and information with respect to any supplier, customer, employee or independent contractor of Employer, Parent Company or any of their affiliates in each case whether patentable or unpatentable, whether or not reduced to writing or other documents embodying such confidential information. This confidentiality obligation tangible medium of expression and whether or not reduced to practice, and all similar and related information in any form; provided, however, that Confidential Information shall not apply include information that is generally known to any confidential information, which is or becomes publicly available the public other than pursuant to as a result of disclosure by Executive in breach of this paragraph 12(a) Agreement or in breach of any similar covenant made by ExecutiveExecutive or any other duty of confidentiality. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company Service, Executive will have access to Confidential Information. For purposes of this Award Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive’s assigned duties and for the benefit of the Company, corporationeither during the period of Executive’s Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive’s Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any confidential representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Pursuant to the U.S. Defend Trade Secrets Act of 2016, which Executive 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 either directly or becomes publicly available indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other than document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a breach court order. No Company policies or practices, including this Non-Disclosure of this paragraph 12(a) by Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive. (b) All information and documents relating ’s right, without prior notice to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any publication activities protected under whistle blower statutes. Nothing in or disclosure thereof. Upon termination about this Award Agreement prohibits you from: (i) filing and, as provided for under Section 21F of Executive’s employment the Act, maintaining the confidentiality of a claim with the CompanyCommission, all documents(ii) providing the Commission with information that would otherwise violate the non-disclosure restrictions in this Award Agreement, recordsto the extent permitted by Section 21F of the Act; (iii) cooperating, reports, writings and other similar documents containing confidential information, including copies thereof then participating or assisting in Executive’s possession a Commission investigation or control shall be returned and left with proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the Act.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or her or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his Executive’s duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him or her during the course of, or as an incident to, his Executive’s employment or the rendering of his Executive’s advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) a. Executive acknowledges that that, in the Company possesses certain confidential and propriety information that has been or performance of his duties as an employee of Employer, Executive may be revealed given access to him or learned by Confidential Information (as defined below). Executive during agrees that all Confidential Information has been, is and will be the course sole property of Executive’s employment with Employer and/or the Parent Company and that it would be unfair to use that information Executive has no right, title or knowledge to compete with or to otherwise disadvantage the Companyinterest therein. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or cause or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, disclosed to any person, firmor utilize or cause or permit to be utilized, corporation, or other entityby any person, any confidential information Confidential Information acquired pursuant to Executive’s employment with Employer (whether acquired prior to or subsequent to the execution of this Agreement or the Commencement Date) or otherwise, except that Executive may (i) utilize and disclose Confidential Information as required in the discharge of Executive’s duties as an employee of Employer in good faith, subject to any restriction, limitation or condition placed on such use or disclosure by him during Employer and/or the course ofParent Company, and (ii) disclose Confidential Information to the extent required by applicable law or as an incident toordered by a court of competent jurisdiction. b. For purposes of this Agreement, his employment “Confidential Information” shall mean trade secrets and confidential or the rendering of his advisory proprietary information, knowledge or consulting services hereunderdata that is or will be used, relating to the Company developed, obtained or any of its subsidiaries or affiliatesowned by Employer, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Parent Company or any of their subsidiaries affiliates relating to the business, operations, products or affiliatesservices of Employer, Parent Company or any such affiliate or of any customer, supplier, employee or independent contractor thereof, including products, services, fees, pricing, designs, marketing plans, strategies, analyses, forecasts, formulas, drawings, photographs, reports, records, computer software (whether or not owned by, or any corporationdesigned for, partnership Employer, Parent Company or other entity owned or controlled, directly or indirectly, by any of the foregoingtheir affiliates), or in which any of the foregoing has a beneficial interestoperating systems, includingapplications, but not limited toprogram listings, the business affairs of each of the foregoing. Such confidential information shall includeflow charts, but shall not be limited tomanuals, proprietary documentation, data, databases, specifications, technology, trade secretsinventions, patented processesdevelopments, research and development datamethods, improvements, techniques, devices, products, know-how, market studies and forecastsprocesses, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing customer or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists contact persons, cost information, regulatory matters, employee information, accounting and business methods, trade secrets, copyrightable works and information with respect to any supplier, customer, employee or independent contractor of Employer, Parent Company or any of their affiliates in each case whether patentable or unpatentable, whether or not reduced to writing or other documents embodying such confidential information. This confidentiality obligation tangible medium of expression and whether or not reduced to practice, and all similar and related information in any form; provided, however, that Confidential Information shall not apply include information that is generally known to any confidential information, which is or becomes publicly available the public other than pursuant to as a result of disclosure by Executive in breach of this paragraph 12(a) Agreement or in breach of any similar covenant made by ExecutiveExecutive or any other duty of confidentiality. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany's Chief Executive Officer), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or US Shipping Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesUS Shipping Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is known to Executive as a result of his professional business experience prior to the date hereof or his involvement in the business activities set forth on Schedule A hereof or which becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe US Shipping Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates US Shipping Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges By signing this letter agreement, you recognize that your services as an employee of the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company are unique services, and that it would be unfair by reason of your employment you will have access to use that and acquire proprietary and other confidential information or knowledge to compete with or to otherwise disadvantage and trade secrets concerning operations, future plans and methods of doing business of the Company, its affiliates and their respective clients. Executive shall notAccordingly, during the Term of Employment or you hereby covenant that you will not at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required during your employment by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, any time thereafter reveal or divulge to any person, firm, corporation, corporation or other entity, business entity or use for your own personal or business purposes or for the personal or business purposes of any other person (other than the Company) any trade secrets or confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, knowledge relating to the Company business or any of its subsidiaries or affiliates, the directors businesses of the Company Company, its affiliates or its subsidiaries or affiliatestheir respective clients, any supplier or customer of including, without limiting the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any generality of the foregoing, any information or in which any of the foregoing has a beneficial interestknowledge pertaining to products, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented formulae or processes, research and development datadevelopments or improvements with respect thereto, know-howinventions, market studies discoveries, trademark, patents, designs, sketches, manufacturing, packaging, merchandising, advertising, distribution and forecastssales methods, financial datasales and profits figures, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier listsbudgeting materials, customer lists and relationships between the Company and any other documents embodying such confidential informationof its customers, suppliers, ultimate consumers or affiliates (collectively, “Confidential Information”). This confidentiality obligation Notwithstanding the foregoing, Confidential Information shall not apply to any confidential informationinclude information that (i) was, which is or becomes publicly available through no breach of your obligations hereunder, generally known to the public; or (ii) becomes known to you from sources other than pursuant to a the Company under circumstances not involving any breach of an agreement to which any such source is a party. As used in this paragraph 12(a) letter agreement, the term “affiliate” means the Parent and each corporation or other business entity at any time directly or indirectly controlled by Executive. (b) All information and the Parent, its successors or assigns. As used in this letter agreement, the term “client” means any person, firm or corporation to whom goods, services or intellectual property are actively being supplied by the Company or an affiliate for compensation at the time you learn of such person’s, firm’s or corporation’s Confidential Information, or to whom the Company or an affiliate is at such time actively soliciting a business relationship to engage in such activities. You acknowledge that any materials or documents relating to the Company’s Confidential Information, in existence or developed in the future, including all copies thereof, are proprietary to the Company and its subsidiaries shall, following the termination of your employment, regardless of the circumstances thereof or affiliates as herein above described (or other business affairs) shall be reasons therefor, remain the Company’s sole and exclusive property of and that you shall immediately return all such materials and documents including any copies thereof to the Company, and Executive shall use commercially reasonable best efforts to prevent Company upon any publication or disclosure thereof. Upon termination of Executive’s your employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Companyupon any prior request.

Non-Disclosure of Confidential Information. In consideration of the covenants of the Company herein, the Executive agrees as follows: (a) The Executive hereby agrees and acknowledges that the Company possesses certain he has and has had access to or is aware of Confidential Information. The Executive hereby agrees that he shall keep strictly confidential and propriety information that has been or may be revealed to him or learned by Executive will not during the course of Executive’s and after his employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage Company, without the Company. Executive shall not's express written consent, during divulge, furnish or make accessible to any person or entity, or make use of for the Term benefit of Employment himself or at others, any time following the Term of EmploymentConfidential Information obtained, directly possessed, or indirectly, disclose or permit to be known (other than by him except as is required in the regular course of performing the duties and responsibilities of his duties (including without limitation disclosures to employment by the Company while in the employ of the Company’s advisors , and consultants)that he will, as required by law (in prior to or upon the date on which case Executive shall give his employment with the Company prior written notice terminates (the "Date of such required disclosureTermination") deliver or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating return to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership all such Confidential Information that is in written or other entity owned physical or controlledrecorded form or which has been reduced to written or other physical or recorded form, directly and all copies thereof, in his possession, custody or indirectly, by any of the foregoing, or in which any of the control. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation covenant shall not apply to (i) any confidential information, which is Confidential Information that becomes generally known or becomes publicly available to the public other than pursuant to as a result of a breach of this paragraph 12(athe agreements of the Executive contained herein, (ii) any disclosure of Confidential Information by Executivethe Executive that is expressly required by judicial or administrative order; provided however that the Executive shall have (x) notified the Company as promptly as possible of the existence, terms and circumstances of any notice, subpoena or other process or order issued by a court or administrative authority that may require him to disclose any Confidential Information, and (y) cooperated with the Company, at the Company's request, in taking legally available steps to resist or narrow such process or order and to obtain an order or other reliable assurance that confidential treatment will be given to such Confidential Information as is required to be disclosed. (b) All information For purposes of this Agreement, "Confidential Information" means all non-public or proprietary information, data, trade secrets, "know-how", or technology with respect to any products, designs, improvements, research, styles, techniques, suppliers, clients, markets, methods of distribution, accounting, advertising and documents relating to the Company promotion, pricing, sales, finances, costs, profits, financial condition, organization, personnel, business systems (including without limitation computer systems, software and its subsidiaries programs), business activities, operations, budgets, plans, prospects, objectives or affiliates as herein above described (or other business affairs) shall be the exclusive property strategies of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as ) or is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer client of the Company or any of their its subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(aSection 11(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company Service, Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive’s assigned duties and for the benefit of the Company, corporationeither during the period of Executive’s Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive’s Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any confidential representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Pursuant to the U.S. Defend Trade Secrets Act of 2016, which Executive 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 either directly or becomes publicly available indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other than document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a breach court order. No Company policies or practices, including this Non-Disclosure of this paragraph 12(a) by Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive. (b) All information and documents relating ’s right, without prior notice to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then or engage in Executive’s possession or control shall be returned and left with the Companyany activities protected under whistle blower statutes.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company 's Service, Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive's assigned duties and for the benefit of the Company, corporationeither during the period of Executive's Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company's part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive's Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any confidential representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Pursuant to the U.S. Defend Trade Secrets Act of 2016, which Executive 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 either directly or becomes publicly available indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other than document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive's attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a breach court order. No Company policies or practices, including this Non-Disclosure of this paragraph 12(a) by Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive. (b) All information and documents relating 's right, without prior notice to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with provide information to the government, participate in investigations, testify in proceedings regarding the Company's past or future conduct, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then or engage in Executive’s possession or control shall be returned and left with the Companyany activities protected under whistle blower statutes.

Non-Disclosure of Confidential Information. (a) Executive The Employee acknowledges that in and as a result of his employment by the Company, he will be making use of, acquiring, and/or adding to confidential information of a special and unique nature and value relating to such matters as the Company's patents, copyrights, proprietary information, trade secrets, systems, procedures, manuals, confidential reports, and lists of customers (which are deemed for all purposes confidential and proprietary), the equipment and methods used and preferred by the Company's customers, and the fees paid by them. As a material inducement to the Company possesses certain to enter into this Agreement and to pay to Employee the compensation stated in Section 4, Employee covenants and agrees that he shall not, at any time during or following the term of his employment, directly or indirectly divulge or disclose for any purpose whatsoever any confidential and propriety information that has been obtained by, or may be revealed to disclosed to, him or learned as a result of his employment by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive In the event of a breach or threatened breach by Employee of any of the provisions of this Section 8, the Company, in addition to, and not in limitation of, any other rights, remedies, or damages available to the Company at law or in equity, shall notbe entitled to a permanent injunction in order to prevent or restrain any such breach by the Employee or by Employee's partners, during agents, representatives, servants, employers, employees, family members, and/or any and all persons directly or indirectly acting for or with him. Confidential information does not include information which: (i) is in the Term public domain through no act, or failure to act, on the part of Employment or at any time following the Term of EmploymentEmployee, (ii) was known to the party receiving the information prior its disclosure by the Employee, provided such information did not become known, directly or indirectly, disclose to the party receiving the information through an act, or permit failure to act, on the part of the Employee, and (iii) is required to be known (other than as is required in the regular course disclosed pursuant to an order of his duties (including without limitation disclosures to the Company’s advisors and consultants)a court of court or governmental authority of competent jurisdiction, as required by law (in which case Executive shall give provided Employee gives the Company prior written notice of such required order prior to such disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known make accessible (other than as is required in the regular course of his duties (including duties, including, without limitation limitation, disclosures to the Company’s 's advisors and consultants), or as may be required by law or regulation or pursuant to a judicial proceeding (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatessubsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers customers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all such documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (known, other than as is required in the regular course good faith performance of his duties (including without limitation disclosures to the CompanyFairway Group’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s Chief Executive Officer, to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliatesFairway Group, any supplier client, vendor or customer of the Company or any of their subsidiaries or affiliatesFairway Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers suppliers, landlords and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe Fairway Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates Fairway Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyFairway Group, and Executive shall use commercially reasonable best business efforts to prevent any publication or disclosure thereofof any such information or documents in his possession or control. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company. The foregoing obligations shall not extend to Executive’s rolodex, address books, or other documents to the extent such rolodex, address books or other documents contain only contact information.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company Service, Executive will have access to Confidential Information. For purposes of this Award Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive’s assigned duties and for the benefit of the Company, corporationeither during the period of Executive’s Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive’s Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any confidential representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Pursuant to the U.S. Defend Trade Secrets Act of 2016, which Executive 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 either directly or becomes publicly available indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other than document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a breach court order. No Company policies or practices, including this Non-Disclosure of this paragraph 12(a) by Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive. (b) All information and documents relating ’s right, without prior notice to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any activities protected under whistle blower statutes. Nothing in this Non-Disclosure of Confidential Information provision prohibits Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination from: (i) filing and, as provided for under Section 21F of Executive’s employment the Act, maintaining the confidentiality of a claim with the CompanyCommission; (ii) providing the Commission with information that would otherwise violate this provision, all documentsto the extent permitted by Section 21F of the Act; (iii) cooperating, records, reports, writings and other similar documents containing confidential information, including copies thereof then participating or assisting in Executive’s possession a Commission investigation or control shall be returned and left with proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the Act.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that and agrees that, during his employment with the Company, there are certain trade secrets and Confidential Information (defined below) which have been developed by or on behalf of the Company possesses certain confidential and/or which have been and propriety will be used by the Company in its business. “Confidential Information” shall mean all of the Company’s trade secrets, know-how, financial information, intellectual property and other proprietary rights, including, without limitation, marketing information, formulae, technical knowledge, data, budgets, strategic marketing plans and research, business and development plans, products, customer lists, computer programs, software, telephone numbers, prices, costs, personnel, overhead, profit margins, suppliers, developments, and techniques concerning the Company and all of the Company’s books, files, records, documents, plans, drawings, designs, renderings, estimates, specifications, operating manuals, manuals, user documentation, product literature, catalogues, marketing materials, and similar items relating to the Company. Notwithstanding the foregoing, Confidential Information shall not include any information (i) which is or becomes generally available to the public other than as a result of a disclosure by Executive in violation of this Agreement, (ii) which is lawfully obtained by Executive from a third party that is not bound by a contractual, legal or other confidentiality obligation to Company; (iii) which has been independently acquired or may developed by Executive without violating any of the obligations under this Agreement; or (iv) whose disclosure is required by law or in connection with the enforcement of Executive’s rights under this Agreement. Executive shall not, without the prior written consent of Hill, directly or indirectly, at any time after the date of this Agreement, use or disclose to any third party any Confidential Information. Further, Executive shall be revealed free to him use and employ his general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills, including those gained or learned by Executive during the course of Executive’s employment with the Company, so long as he applies such information without disclosure or use of any Confidential Information. Should Executive be requested by a third party to disclose Confidential Information in connection with any judicial, administrative or other proceeding, Executive agrees to immediately notify Company of the request and further agrees that it would be unfair Company has standing to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures object to the Company’s advisors and consultants)disclosure on his behalf, as required by law (in which case well as its own. Assuming Company objects to the request, Executive shall give agrees to await the Company prior written notice of such required disclosure) or with the prior written consent final outcome of the Board of Directors, to objection before making any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executivedisclosures. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s Chief Executive Officer), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or US Shipping Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesUS Shipping Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is known to Executive as a result of his professional business experience prior to the date hereof or his involvement in the business activities set forth on Schedule A hereof or which becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe US Shipping Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates US Shipping Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential The term “Confidential Information” shall mean all confidential, non-public and propriety proprietary technical, business and financial information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors respective businesses of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, Companies including, but not limited to, financial and marketing information, personnel, sales and statistical data, plans for future development, computer programs, information and knowledge pertaining to the business affairs of each of the foregoing. Such confidential information shall includeproducts and services offered, but shall not be limited toinventions, proprietary technologyinnovations, designs, ideas, formulas, manufacturing processes, trade secrets, patented processes, research and development technical data, know-howcomputer source codes, market studies software, proprietary information, construction, advertising, manufacturing, distribution and forecastssales methods and systems, financial datapricing, competitive analysessales and profit figures, pricing policies, employee customer and client lists, personnel policies, the substance of agreements and relationships with customers, suppliers clients, suppliers, distributors and othersothers who have business dealings with any of the Companies and information with respect to various techniques, marketing procedures, processes and methods. Confidential Information also includes confidential or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and proprietary information received by you from third parties in connection with your employment by any other documents embodying of the Companies subject to an obligation to maintain the confidentiality of such confidential information. This confidentiality obligation shall Confidential Information does not apply to any confidential information, include information which is (a) known by you at the time of its disclosure, (b) is or otherwise becomes publicly available public information or part of the public domain other than pursuant to as a result of your breach of this paragraph 12(aSection 1, (c) acquired by Executive. you from a third party not known by you to have an obligation of confidentiality with respect to such information or (bd) All information independently developed by you without use of Confidential Information. You acknowledge and documents relating to agree that all Confidential Information known or obtained by you, whether before or after the Company date of the Separation Agreement and its subsidiaries regardless of whether you participated in the discovery or affiliates as herein above described (or other business affairs) shall be development of such Confidential Information, is the exclusive property of the Company, and Executive shall use commercially reasonable best efforts . Except as expressly authorized in writing by the Company or as necessary to prevent any publication or disclosure thereof. Upon termination perform your services as a consultant of Executive’s employment with the Company, all documentsyou agree that you will not, recordsfor any reason, reportsdirectly or indirectly, writings disclose Confidential Information to any person other than employees, agents, representatives, and affiliates of the Company or any of the Companies, and/or third parties pursuant to appropriate confidentiality and non-disclosure agreements. You may disclose Confidential Information if you are required or requested to produce such Confidential Information under order of a court of competent jurisdiction, a valid administrative or congressional subpoena or by any other similar documents containing confidential informationgovernmental agency; provided, including copies thereof then in Executive’s possession however, that upon receipt of any such order or control shall be returned subpoena, you shall, to the extent not prohibited, promptly notify the Company so that the Company has the opportunity at its cost and left with expense to contest the Companydisclosure of such Confidential Information.

Non-Disclosure of Confidential Information. (a) The Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during that, in the course of performing and fulfilling his duties and obligations he has had and will continue to have access to, and has and will continue to be entrusted with, confidential information concerning the activities, business operations, customers and clients of the Corporation and its Affiliates which information is not generally known in the industry in which the Corporation and its Affiliates do business (“Confidential Information”) and that the disclosure of any Confidential Information to competitors of the Corporation and any of its Affiliates or to other persons would be highly detrimental to the interests of the Corporation and its Affiliates. Confidential Information does not include information that (i) is and/or becomes generally available to the public other than due to a breach of this Agreement; (ii) is lawfully and in good faith obtained by the Executive from an independent third party without breach of this Agreement; or (iii) was already in the Executive’s employment possession (other then by way of or through the Executive’s position with the Company Corporation) prior to disclosure to him. The Executive further acknowledges and agrees that it would be unfair the right to use maintain confidential such Confidential Information is a proprietary right that information the Corporation is entitled to protect. Accordingly, the Executive covenants and agrees with the Corporation that except as required by law, a court order or knowledge to compete with similar proceedings, or to otherwise disadvantage by applicable government or legislative practice or policy; provided that Executive notifies the CompanyCorporation immediately upon such compulsion and discloses no more Confidential Information than legally compelled. Executive agrees that he will not during his employment by the Corporation or any of its Affiliates or anytime thereafter disclose any such Confidential Information to any person, nor shall nothe use the same, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than except as is required for legitimate business purposes in the regular normal course of his duties (including employment by the Corporation or any of its Affiliates disclose or make any use of Confidential Information for any purpose without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company Corporation and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the CompanyAffiliates.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or disclose, permit to be known or make accessible (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of BTG), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliatessubsidiaries, the directors of the Company or its subsidiaries or affiliatessubsidiaries, any supplier or customer client of the Company or any of their subsidiaries or affiliatesits subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers customers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any unauthorized publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during During the course of Executive’s employment with the Company Service, Executive will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and that it would be unfair to use that strategies, and all other confidential or proprietary information or knowledge trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to compete with or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to otherwise disadvantage or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, use, make available, sell, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, otherwise communicate to any person, firmother than in the course of Executive’s assigned duties and for the benefit of the Company, corporationeither during the period of Executive’s Service or at any time thereafter, any Confidential Information or other entityconfidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, any confidential and to use such information acquired only for certain limited purposes, in each case, which shall have been obtained by him Executive during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the Executive’s Service. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any confidential representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Pursuant to the U.S. Defend Trade Secrets Act of 2016, which Executive 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 either directly or becomes publicly available indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other than document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a breach court order. No Company policies or practices, including this Non-Disclosure of this paragraph 12(a) by Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive. (b) All information and documents relating ’s right, without prior notice to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any activities protected under whistle blower statutes. Specifically, nothing in this Non-Disclosure of Confidential Information provision prohibits Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination from: (i) filing and, as provided for under Section 21F of Executive’s employment the Act, maintaining the confidentiality of a claim with the CompanyCommission; (ii) providing the Commission with information that would otherwise violate this provision, all documentsto the extent permitted by Section 21F of the Act; (iii) cooperating, records, reports, writings and other similar documents containing confidential information, including copies thereof then participating or assisting in Executive’s possession a Commission investigation or control shall be returned and left with proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the Act.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s President, to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or Fairway Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesFairway Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe Fairway Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates Fairway Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyFairway Group, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not8.1 The Employee agrees that, during the Term of Employment or at any time following and thereafter, the Term of EmploymentEmployee will not, directly or indirectly, disclose to any Person or permit to be known (other than as is required in entity, or use for the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent benefit of the Board of Directors, to Employee or any person, firm, corporation, Person or other entity, any confidential confidential, non-public, secret or proprietary information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company Business, prospects, or any of its subsidiaries or affiliates, the directors plans of the Company or its subsidiaries Affiliates (“Confidential Information”). The Employee shall not be in violation of this section for a disclosure pursuant to a court action or affiliatesgovernmental rule, regulation, or other proceeding (“Ordered Disclosure”) provided that the Employee has notified the Company of the Ordered Disclosure within two business days of being notified of the request for Ordered Disclosure. The Employee agrees to cooperate in good faith with the Company in responding to the Ordered Disclosure in order to prevent, limit or impose restrictions on the Ordered Disclosure. In no event, however, shall this section require the Employee to take action or otherwise be in violation of any law relating to the Ordered Disclosure. 8.2 On cessation of the Employee’s employment with the Company for whatever reason, the Employee shall immediately provide to the Company all working papers, reports, manuals, documents, and the like (including all originals and copies) in the Employee’s possession which contain Confidential Information (which are acknowledged by the Employee as being the property of the Company) and any other property belonging to the Company or its Affiliates in the Employee’s possession. 8.3 The Employee agrees that, during the Term and thereafter, the Employee will not disclose, or cause to be disclosed, any supplier negative, adverse or customer derogatory comments or information of a substantial nature about: (a) the Company or its Affiliates, or any management member of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive.its Affiliates; (b) All information and documents relating any products or services provided by the Company or its Affiliates; or (c) the prospects for the future of the Company or its Affiliates. 8.4 Subsequent to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property cessation of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of ExecutiveEmployee’s employment with the Company, all documentsfor whatever reason, recordsthe Company may seek the assistance, reportscooperation or testimony of the Employee in connection with any investigation, writings litigation or proceeding arising out of matters within the knowledge of the Employee and other similar documents containing confidential information, including copies thereof then in Executiverelated to the Employee’s possession or control shall be returned and left position with the Company. The Employee shall provide assistance, cooperation or testimony as reasonably required by the Company. If such assistance, cooperation or testimony requires more than a nominal commitment of the Employee’s time, the Company will compensate the Employee for such time at a per diem rate derived from the Employee’s salary at the time of the Employee’s employment with the Company ended as well as all other reasonable costs and expenses incurred by the Employee, acting reasonably, associated with the Employee’s assistance pursuant to this section.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term end of EmploymentExecutive’s employment with the Company, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a5(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company. (c) In accordance with the Federal Defend Trade Secrets Act, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets by unauthorized means.

Non-Disclosure of Confidential Information. (a) The Executive ------------------------------------------ acknowledges that all Confidential Information shall at all times remain the Company possesses certain confidential property of the Employers and propriety their affiliates (i.e., each other company the majority interest of which is owned by the either of the Employers or by a parent or subsidiary of either of the Employers) (the Employers and such affiliates are hereinafter collectively called the "Affiliated Companies"). "Confidential Information" means all information that has been disclosed to the Executive or known by the Executive as a consequence of or through the Executive's employment, which is not generally known in the industry in which the Affiliated Companies are or may be revealed to him or learned by Executive during become engaged, about the course of Executive’s employment with the Company business, products, processes, and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent services of the Board of DirectorsAffiliated Companies, including but not limited to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to research, development, inventions, computer program designs, flow charts, source and object codes, products and services under development, pricing and pricing strategies, marketing and selling strategies, power generating, servicing, purchasing, accounting, engineering, costs and costing strategies, sources of supply, customer lists, customer requirements, business methods or practices, training and training programs, and the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, includingdocumentation thereof. It includes, but is not limited to, the business affairs of each proprietary information and trade secrets of the foregoingAffiliated Companies. Such confidential It will be presumed that information shall includesupplied to the Affiliated Companies from outside sources is Confidential Information unless and until it is designated otherwise. The Executive will safeguard and maintain on the premises of the Employers, but shall not be limited toto the extent possible in the performance of the Executive's work for the Employers, proprietary technology, trade secrets, patented processes, research all documents and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policiesthings that contain or embody Confidential Information. Except as required as part of the Executive's duties to the Employers, the substance of agreements with customersExecutive will not, suppliers and othersduring his employment by the Employers, marketing or dealership arrangementsthereafter, servicing and training programs and arrangementsdirectly or indirectly use, supplier listsdivulge, customer lists and disseminate, disclose, lecture upon, or publish any other documents embodying such confidential information. This confidentiality obligation shall not apply Confidential Information without having first obtained written permission from the Employers to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executivedo so. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (known, other than as is required in the regular course good faith performance of his her duties (including without limitation disclosures to the CompanyFairway Group’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsChief Executive Officer, to any person, firm, firm or corporation, or other entity, any confidential information acquired by him her during the course of, or as an incident to, his her employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliatesFairway Group, any supplier client, vendor or customer of the Company or any of their subsidiaries or affiliatesFairway Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers suppliers, landlords and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe Fairway Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates Fairway Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyFairway Group, and Executive shall use commercially reasonable best business efforts to prevent any publication or disclosure thereofof any such information or documents in her possession or control. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company. The foregoing obligations shall not extend to Executive’s rolodex, address books, or other documents to the extent such rolodex, address books or other documents contain only contact information.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall will not, during the Term of Employment Term, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (disclosed, other than as is required in the regular and proper course of his duties hereunder (including without limitation required disclosures to the Company’s advisors and consultants), ) or as is required by law (in which case Executive shall will give the Company prior written notice of such required disclosure) disclosure as soon as possible and will make the most minimal disclosure required), or with the prior written consent of the Board of DirectorsBoard, to any person, firm, corporation, corporation or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or with the rendering of his advisory or consulting services hereunderCompany Group, relating to the Company or Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesGroup, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, including the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, will include proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier customer lists, customer lists patron data and any other documents embodying such confidential information. This confidentiality obligation shall will not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by the Company Group and without Executive’s direct or indirect involvement. (b) All information and documents relating to the Company and its subsidiaries or affiliates Group as herein above hereinabove described (or other their business affairs) shall will be the exclusive property of the Company, and Executive shall will use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall will be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him her or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him her during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the CompanyFairway Group’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s President, to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliatesFairway Group, any supplier client, vendor or customer of the Company or any of their subsidiaries or affiliatesFairway Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers suppliers, landlords and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe Fairway Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates Fairway Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyFairway Group, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges covenants and agrees that the Company possesses certain Executive will at all times keep confidential and propriety will not disclose or furnish anyone, other than other employees of the Company, or, as required by subpoena, the names, addresses, or other personal information that has been of any of the members, patients, clients, customers or may be revealed to him business contacts of the Company, or learned disclose any information received by Executive during the course of his employment with regard to the personnel, financial, or other business affairs of the Company or their respective employees, or the diagnosis, treatment and results of any medical care furnished by any of the Company or their affiliates, or of a person of which the Company or their affiliates have records, except as authorized in writing in accordance with applicable law (all of the foregoing collectively, the “Confidential Information”). Further, Executive shall not disclose to anyone other than other employees of the Company, the Company’ professional advisors, or Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall notprofessional advisors, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants)or, as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directorssubpoena, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any legal documentation of the foregoing has a beneficial interestCompany, including, but not limited toto (i) internal documents, such as articles of incorporation, by-laws, rules and regulations, and this Agreement and (ii) contracts with third parties. Except as specifically provided above, all such information shall be kept confidential and shall not in any manner be revealed to any person. Executive further agrees that this Section 6 shall be a continuing agreement and covenant and shall survive any termination of this Agreement. Without limiting the business affairs of each generality of the foregoing. Such confidential information , Executive shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, comply with all of the substance requirements of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying HIPAA to the extent that such confidential information. This confidentiality obligation shall not requirements apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information Excluded from the Confidential Information, and documents relating therefore not subject to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) provisions of this Agreement, shall be any information generally known to the exclusive property public (other than as a result of unauthorized disclosure by Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (c) Upon written request of the Company, and Executive shall use commercially reasonable best efforts return to prevent any publication or disclosure thereofthe Company all written materials containing the Confidential Information. Upon termination of Executive’s employment with Executive shall also deliver to the Company, written statements signed by Executive certifying all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be materials have been returned and left with within five (5) days of receipt of the Companyrequest.

Non-Disclosure of Confidential Information. (a) Executive acknowledges By signing this Agreement, Employee recognizes that his or her services as an employee of the Company possesses certain confidential are unique services, and propriety information that has been or may be revealed to him or learned by Executive during the course reason of ExecutiveEmployee’s employment with the Company Employee will have access to and that it would be unfair to use that acquire proprietary and other confidential information or knowledge to compete with or to otherwise disadvantage and trade secrets concerning operations, future plans and methods of doing business of the Company, its affiliates and their respective clients. Executive shall notAccordingly, during the Term of Employment or Employee hereby covenants that Employee will not at any time following the Term of Employment, directly during his or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required her employment by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, any time thereafter reveal or divulge to any person, firm, corporation, corporation or other entity, business entity or use for Employee’s own personal or business purposes or for the personal or business purposes of any other person (other than the Company) any trade secrets or confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, knowledge relating to the Company business or any of its subsidiaries or affiliates, the directors businesses of the Company Company, its affiliates or its subsidiaries or affiliatestheir respective clients, any supplier or customer of including, without limiting the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any generality of the foregoing, any information or in which any of the foregoing has a beneficial interestknowledge pertaining to products, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented formulae or processes, research and development datadevelopments or improvements with respect thereto, know-howinventions, market studies discoveries, trademarks, patents, designs, sketches, manufacturing, packaging, merchandising, advertising, distribution and forecastssales methods, financial datasales and profits figures, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier listsbudgeting materials, customer lists and relationships between the Company and any other documents embodying such confidential informationof its customers, suppliers, ultimate consumers or affiliates (collectively, “Confidential Information”). This confidentiality obligation Notwithstanding the foregoing, Confidential Information shall not apply to any confidential informationinclude information that (i) was, which is or becomes publicly available through no breach of Employee’s obligations hereunder, generally known to the public; or (ii) becomes known to Employee from sources other than pursuant to a the Company under circumstances not involving any breach of an agreement to which any such source is a party. As used in this paragraph 12(a) Section 8, the term “affiliate” means Parent and each corporation or other business entity at any time directly or indirectly controlled by Executive. (b) All information and Parent, its successors or assigns. As used in this Agreement, the term “client” means any person, firm or corporation to which goods, services or intellectual property are actively being supplied by the Company or an affiliate for compensation at the time Employee learns of such person’s, firm’s or corporation’s Confidential Information, or with which the Company or an affiliate is at such time actively soliciting a business relationship to engage in such activities. Employee acknowledge that any materials or documents relating to the Company’s Confidential Information, in existence or developed in the future, including all copies thereof, are proprietary to the Company and its subsidiaries shall, following the termination of Employee’s employment, regardless of the circumstances thereof or affiliates as herein above described (or other business affairs) shall be reasons therefor, remain the Company’s sole and exclusive property of and that Employee shall immediately return all such materials and documents including any copies thereof to the Company, and Executive shall use commercially reasonable best efforts to prevent Company upon any publication or disclosure thereof. Upon termination of ExecutiveEmployee’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Companyupon any prior request.

Non-Disclosure of Confidential Information. (a) By executing this Agreement, Executive acknowledges and agrees that the Company possesses certain confidential and propriety information that has been or may services to be revealed to him or learned performed by Executive during the course her as an employee of Executive’s employment with the Company are unique services, and that it would be unfair by reason of her employment she will have access to use that and acquire proprietary and other confidential information or knowledge to compete with or to otherwise disadvantage and trade secrets concerning operations, future plans and methods of doing business of the Company, its affiliates and their respective clients. Accordingly, Executive shall not, during the Term of Employment or hereby covenants that she will not at any time following during her employment by the Term of EmploymentCompany or any time thereafter, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directorslegal process, reveal or divulge to any person, firm, corporation, corporation or other entity, business entity or use for her own personal or business purposes any trade secrets or confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, confidential knowledge relating to the business or businesses of the Company, its affiliates or their respective clients including, without limiting the generality of the foregoing, any such information or knowledge pertaining to products, formulae or processes, and developments or improvements with respect thereto, inventions, discoveries, trademarks, patents, designs, sketches, manufacturing, packaging, merchandising, advertising, distribution and sales methods, sales and profits figures, budgeting materials, customer lists and relationships between the Company or and any of its subsidiaries customers, suppliers (other than KAI for so long as Executive has a direct ownership interest in KAI), ultimate consumers or affiliatesaffiliates (collectively, "Confidential Information"). Notwithstanding the directors foregoing, Confidential Information shall not include information that (i) is, or becomes through no breach of Executive's obligations hereunder, generally known to the public; (ii) becomes known to Executive from sources other than the Company or its subsidiaries or affiliates, affiliates under circumstances not involving any supplier or customer breach of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in an agreement to which any of such source is a party; (iii) except as is otherwise agreed in writing by KAI, is known to KAI from a source other than Executive; or (iv) was known to Executive prior to the foregoing has a beneficial interest, including, but not limited toEffective Date. As used in this Agreement, the business affairs of term "affiliate" means each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (corporation or other business affairs) shall be the exclusive property of the Companyentity at any time directly or indirectly controlling, and Executive shall use commercially reasonable best efforts to prevent any publication controlled by, or disclosure thereof. Upon termination of Executive’s employment under common control with the Company, all documentsits successors or assigns. As used in this Agreement, recordsthe term "client" means any person, reportsfirm or corporation to whom more than a de minimis amount of goods, writings and other similar documents containing confidential informationservices or intellectual property are actively being supplied by the Company or an affiliate for compensation at the time Executive learns of such person's, including copies thereof then firm's or corporation's Confidential Information, or to whom the Company or an affiliate is at such time actively soliciting a business relationship to engage in Executive’s possession or control shall be returned and left with the Companysuch activities.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him to, or learned by by, Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive Employee shall not, during the Term term of Employment this Agreement or at any time following the Term termination or expiration of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or required by law (in which case Executive Employee shall give the Company Zygo prior written notice of such required disclosure) or with the prior written consent of the Board President of DirectorsZygo), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him Employee during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company Company, Zygo or any of its their respective subsidiaries or affiliates, the directors of the Company Company, Zygo or its any of their respective subsidiaries or affiliates, any supplier or customer client of the Company Company, Zygo or any of their respective subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(a) Section 11(a), directly or indirectly, by ExecutiveEmployee. (b) All information and documents relating to the Company Company, Zygo and its their respective subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyCompany or Zygo, as the case may be, and Executive Employee shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s Employee's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s Employee's possession or control shall be returned and left with the Company. (c) Employee will execute the form of "Sight Systems, Inc. Non-Disclosure and Non-Solicitation Agreement" in the form of Exhibit A hereto, all the terms and provisions of which are incorporated herein as if fully set forth herein.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. The Executive shall not, during the Term of Employment or at any time following the Term of Employment, not directly or indirectly, disclose indirectly divulge or permit communicate to be known any person (other than as is required in those within the regular course employment of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) whose province it is to know the same or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors authority of the Company or its subsidiaries as otherwise required by law) nor shall he make use of (otherwise than for the purposes of performing his duties hereunder) any of the trade secrets, designs, techniques, design improvements, know-how, business information, methods, lists or affiliates, other confidential information of the Company or of any supplier associated company or customer of their respective customers which he may (whether heretofore or hereafter) have received or obtained while in the service of the Company or any associated company is bound by an obligation of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any confidentiality to a third party (“Confidential Information”). This restriction shall continue to apply after the termination of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by ExecutiveAppointment. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and The Executive shall use commercially reasonable his best efforts endeavours to prevent any the publication or disclosure thereof. Upon termination of any Confidential Information whether relating to trade dealings, financial affairs or otherwise. (c) The restrictions contained in this Clause 7 shall cease to apply to any Confidential Information which may (otherwise than by reason of the default of the Executive’s ) become available to the public generally. (d) The Executive shall not during the continuation of the Appointment make (otherwise than for the benefit of the Company or any associated company) any notes, memoranda, tape recordings, films, photographs, plans, drawings or any form of record relating to any matter within the scope of the business of the Company or any associated company or concerning any of the dealings or affairs of the Company or any associated company (“the Company Records”). (e) The provisions of this Clause 7 shall apply mutatis mutandis to any secret information or Confidential Information the Executive may have received or obtained while in the employment with of any associated company or of any company to which the Executive has been seconded in terms of Sub-Clause 3(c) hereof as if all references to “the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession ” are references to the relevant associated company or control shall be returned and left with company to which the CompanyExecutive is seconded.

Non-Disclosure of Confidential Information. Employee recognizes that, as a result of Employee’s employment or other relationship with the Company or its Affiliates, he has possessed and learned and will possess and learn Confidential Information (as defined below). Accordingly, as an additional inducement for the Company to enter into this Agreement, Employee covenants and agrees that: (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been during his employment or may be revealed to him or learned by Executive during the course of Executive’s employment other relationship with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage its Affiliates, except as necessary in the Company. Executive shall notperformance of his duties hereunder, during the Term of Employment or at any time following after the Term termination of Employment, directly such employment or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give relationship with the Company prior written notice of such required disclosure) or with its Affiliates, Employee shall hold in strictest confidence and shall not, without the prior written consent of the Board Company, use for his own benefit or that of Directors, any third party or disclose to any person, firm, corporation, person or other entity, except to the Company or any confidential information acquired employees of the Company, any Confidential Information. For purposes of this Agreement, and intending that the term shall be broadly construed to include anything protectable by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries Affiliates as a trade secret under applicable law, “Confidential Information” shall mean and include all information, and all documents and other tangible items which record information, relating to the assets, liabilities, operations, development, sales, marketing or affiliatesany other business or pursuit by the Company or any of its Affiliates from time to time, and which have been or are from time to time disclosed to or known by the Employee, including, without limitation, the directors following: (i) information concerning the Company’s or its Affiliate’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer/client lists and information, including, the identity and particular needs of customers/clients, purchasing techniques, supplier lists and supplier information and advertising strategies; (ii) information concerning the employees and consultants (including the Employee) of the Company or its subsidiaries Affiliates, including their salaries, bonuses, other compensation, strengths, skills and weaknesses, and the terms of this Agreement; (iii) information submitted by the Company’s or affiliatesits Affiliate’s resellers, customer/clients, suppliers, employees, consultants, distributors, equity holders, investors, partners, representatives, or co-venturers for study, evaluation or use; (iv) information relating to the Company’s or its Affiliate’s resellers, customer/clients, vendors, suppliers, merchants, consultants or independent sales organizations including their identity, location and amount of their business; (v) proprietary or confidential software, programs and other intellectual property; and (vi) any supplier other information not generally known to the public which, if misused or customer disclosed, could reasonably be expected to adversely affect the Company’s or its Affiliate’s business; provided, however, that Confidential Information shall not be deemed to include any of the foregoing which (A) is generally available to the public other than as a result of the Employee’s fault or the fault of any other person known by the Employee to be bound by a duty (contractual or otherwise) of confidentiality to the Company or its Affiliates (or, if applicable, any of their subsidiaries its successors or affiliatesassigns); (B) is required by law or court order or subpoena to be disclosed by the Employee, provided that the Employee gives the Company prompt advance written notice of such requirement and cooperates at no cost to Employee with any attempt by the Company to eliminate, limit or any corporationreduce such requirement so as to minimize disclosure or otherwise protect its rights and interests; or (C) for the avoidance of doubt, partnership or other entity consists of the intellectual property rights owned or controlledby anyone with respect to the Xxxxxxx Businesses (including, directly or indirectlywithout limitation, by marks, codes, content, documents, domain names, internet path names, trade dress, images, text, software, data, graphics, photographs, material, information, prints, charts, reports, records, Inventions (as defined below), patents and copyright, and all compilations of the foregoing, and all Moral Rights (as defined below) and goodwill associated with any of the foregoing) that is associated, integrated, displayed, disseminated, published, distributed, disclosed, exploited, or used by, in which any of the foregoing has a beneficial interest, including, but not limited or with respect to, the business affairs of each of following websites or any successor websites for the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research Xxxxxxx Businesses: and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies(collectively, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive“Xxxxxxx Business IP”). (b) All Employee agrees not to remove any property or information of the Company or its Affiliates from the Company’s premises, except in discharge of his duties or when otherwise authorized by the Company. Employee (or if Employee is deceased, his personal representative) shall promptly, following a request therefore from the Company, return to the Company, without retaining copies, all tangible items which are or which contain Confidential Information and Employee shall, upon demand by the Company, promptly return all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cellphones, pagers, materials, documents, plans, records, notebooks, drawings or papers and other personal property belonging to the Company. Upon request by the Company, Employee shall certify in writing that all copies of information subject to this Agreement located on Employee’s computers or other electronic storage devices have been permanently deleted; provided, however, Employee may retain copies of documents relating to the Company’s employee benefit plans applicable to Employee and income records to the extent necessary for Employee to prepare Employee’s tax returns. Nothing contained herein shall limit the Company’s rights under statutory or common law, including without limitation laws related to trade secrets, which may provide for other restrictions or rights on use or disclosure for the benefit of the Company and or its subsidiaries Affiliates. (c) At the request of the Company made at any time or affiliates as herein above described from time to time hereafter, Employee (or other business affairsif Employee is deceased, his personal representative) shall make, execute and deliver all applications, papers, assignments, conveyances, instruments or other documents and shall perform or cause to be performed such other lawful acts as the exclusive property Company may reasonably deem necessary to implement any of the provisions of this Agreement, and shall give testimony and cooperate with the Company or its Affiliates and their employees, agents and representatives in any controversy or legal proceedings involving the Company, any of its Affiliates or their employees, agents and Executive shall use commercially reasonable best efforts representatives with respect to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the CompanyConfidential Information, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Companyat no expense to Employee.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), ) or as is required by law law, subpoena or other judicial process (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Company’s Board of Directors), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or Fairway Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesFairway Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe Fairway Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates Fairway Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyFairway Group, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges A. The Consultant agrees that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall he will not, during the Consulting Term of Employment or at any time following the Term of Employmentthereafter, make use of, divulge or otherwise disclose, directly or indirectly, disclose any trade or permit to be known business secret (other than including, without limitation, any customer list, data, records or financial information constituting a trade or business secret) concerning the business or policies of the Company or any of its subsidiaries or affiliates which he may have learned as is required in the regular course a result of his duties (including without limitation disclosures employment during the Consulting Term or prior thereto as shareholder, employee, officer and/or director or the Company except to the extent such use or disclosure is necessary to the performance of this Agreement and in furtherance of the Company’s advisors and consultants)'s best interest. The provisions of this Section 6 shall survive the expiration or termination, as required by law for any reason, of this Agreement. B. The Consultant shall not during the Consulting Term or for one (in which case Executive shall give 1) year thereafter make use of, divulge or otherwise disclose, directly or indirectly, any confidential information concerning the business or policies of the Company prior written notice or any of such required disclosure) its subsidiaries or with the prior written consent affiliates which he may have learned while a shareholder, employee, officer and/or director of the Board Company. C. In the event of Directorsa breach or threatened breach by the Consultant of the provisions of this Section 6, the Company shall be entitled to an injunction restraining the Consultant from disclosing, in whole or in part, any such trade or business secret and/or any such confidential information, or from rendering any services to any person, firm, corporation, association, or other entityentity to whom any such trade or business secret and/or any 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 Company from pursuing any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating other remedies available to the Company for such breach or any threatened breach, including without limitation the recovery of its subsidiaries or affiliates, damages from the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach Consultant. D. The provisions of this paragraph 12(a) by Executive. (b) All information Section 6 shall survive the expiration or termination, for any reason, of this Agreement and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Companyseparately enforceable.

Non-Disclosure of Confidential Information. Employee recognizes that, as a result of Employee’s employment or other relationship with the Company or its Affiliates, he has possessed and learned and will possess and learn Confidential Information (as defined below). Accordingly, as an additional inducement for the Company to enter into this Agreement, Employee covenants and agrees that: (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been during his employment or may be revealed to him or learned by Executive during the course of Executive’s employment other relationship with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage its Affiliates, except as necessary in the Company. Executive shall notperformance of his duties hereunder, during the Term of Employment or at any time following after the Term termination of Employment, directly such employment or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give relationship with the Company prior written notice of such required disclosure) or with its Affiliates, Employee shall hold in strictest confidence and shall not, without the prior written consent of the Board Company, use for his own benefit or that of Directors, any third party or disclose to any person, firm, corporation, person or other entity, except to the Company or any confidential information acquired employees of the Company, any Confidential Information. For purposes of this Agreement, and intending that the term shall be broadly construed to include anything protectable by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries Affiliates as a trade secret under applicable law, “Confidential Information” shall mean and include all information, and all documents and other tangible items which record information, relating to the assets, liabilities, operations, development, sales, marketing or affiliatesany other business or pursuit by the Company or any of its Affiliates from time to time, and which have been or are from time to time disclosed to or known by the Employee, including, without limitation, the directors following: (i) information concerning the Company’s or its Affiliate’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer/client lists and information, including, the identity and particular needs of customers/clients, purchasing techniques, supplier lists and supplier information and advertising strategies; (ii) information concerning the employees and consultants (including the Employee) of the Company or its subsidiaries Affiliates, including their salaries, bonuses, other compensation, strengths, skills and weaknesses, and the terms of this Agreement; (iii) information submitted by the Company’s or affiliatesits Affiliate’s resellers, any supplier customer/clients, suppliers, employees, consultants, distributors, equity holders, investors, partners, representatives, or customer of co-venturers for study, evaluation or use; (iv) information relating to the Company Company’s or any its Affiliate’s resellers, customer/clients, vendors, suppliers, merchants, consultants or independent sales organizations including their identity, location and amount of their subsidiaries business; (v) proprietary or affiliatesconfidential software, programs and other intellectual property; and (vi) any other information not generally known to the public which, if misused or any corporationdisclosed, partnership could reasonably be expected to adversely affect the Company’s or other entity owned or controlledits Affiliate’s business; provided, directly or indirectlyhowever, by any of the foregoing, or in which that Confidential Information shall not be deemed to include any of the foregoing has which (A) is generally available to the public other than as a beneficial interest, including, but not limited to, the business affairs of each result of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, Employee’s fault or the substance fault of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying person known by the Employee to be bound by a duty (contractual or otherwise) of confidentiality to the Company or its Affiliates (or, if applicable, any of its successors or assigns); or (B) is required by law or court order or subpoena to be disclosed by the Employee, provided that the Employee gives the Company prompt advance written notice of such confidential information. This confidentiality obligation shall not apply requirement and reasonably cooperates with any attempt by the Company to any confidential informationeliminate, which is limit or becomes publicly available other than pursuant reduce such requirement so as to a breach of this paragraph 12(a) by Executiveminimize disclosure or otherwise protect its rights and interests. (b) All Employee agrees not to remove any property or information of the Company or its Affiliates from the Company’s premises, except in discharge of his duties or when otherwise authorized by the Company. Employee (or if Employee is deceased, his personal representative) shall promptly, following a request therefore from the Company, return to the Company, without retaining copies, all tangible items which are or which contain Confidential Information and Employee shall, upon demand by the Company, promptly return all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cellphones, pagers, materials, documents, plans, records, notebooks, drawings or papers and other personal property belonging to the Company. Upon request by the Company, Employee shall certify in writing that all copies of information subject to this Agreement located on Employee’s computers or other electronic storage devices have been permanently deleted; provided, however, Employee may retain copies of documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of ExecutiveEmployee’s employment with the Company, all documentsincluding, recordswithout limitation this Agreement and the other agreements referenced herein, reportsthe Company’s employee benefit plans applicable to Employee, writings and other similar documents containing confidential informationincome records to the extent necessary for Employee to prepare Employee’s tax returns (subject to the confidentiality requirements hereunder). Nothing contained herein shall limit the Company’s rights under statutory or common law, including copies thereof then in Executive’s possession without limitation laws related to trade secrets, which may provide for other restrictions or control rights on use or disclosure for the benefit of the Company or its Affiliates. (c) At the request of the Company made at any time or from time to time hereafter, Employee (or if Employee is deceased, his personal representative) shall make, execute and deliver all applications, papers, assignments, conveyances, instruments or other documents and shall perform or cause to be returned performed such other lawful acts as the Company may reasonably deem necessary to implement any of the provisions of this Agreement, and left shall give testimony and cooperate with the Company or its Affiliates and their employees, agents and representatives in any controversy or legal proceedings involving the Company, any of its Affiliates or their employees, agents and representatives with respect to any Confidential Information.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (her duties, including without limitation disclosures to the Company’s 's advisors and consultants), or as is required by law (law, in which case Executive shall give the Company prior written notice of such required disclosure) , or with the prior written consent of the Board of Directors, Company) to any person, firm, corporation, firm or other entity, corporation any confidential information Confidential Information (as hereinafter defined) acquired by him her during the course of, or as an incident to, his her employment or the rendering of his advisory or consulting services hereunder, relating to the Company G-III Group, any customer, supplier, licensee or any of its subsidiaries or affiliates, the directors licensor of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesG-III Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information As used herein, the term "Confidential Information" shall include, but shall not be limited to, mean proprietary technology, trade secrets, patented processesdesigns, research and development data, know-howsketches, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, manufacturing sources, the substance of agreements with customers, suppliers suppliers, licensors, licensees and others, marketing or dealership arrangements, licensing agreements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation Notwithstanding the foregoing, Confidential Information shall not apply to include any confidential information, information which is or becomes publicly available other than pursuant to a breach in violation of this paragraph 12(a) by Executive. (b) All Section 8, any information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of in Executive’s possession or known to Executive prior to employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession contact lists, whether in electronic or control shall be returned and left paper form (e.g. rolodex, Outlook contacts, etc.), or any information which Employee obtains after the termination of Employee’s employment with the CompanyCompany from a third party who to the knowledge of Employee has the right to disclose such information.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsGP Board), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or US Shipping Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesUS Shipping Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is known to Executive as a result of his professional business experience prior to the date hereof or his involvement in the business activities set forth on Schedule A hereof or which becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe US Shipping Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates US Shipping Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him to, or learned by by, Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, employee compensation and benefits information, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company. (c) In accordance with the Federal Defend Trade Secrets Act, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets by unauthorized means. 6. Exhibit A has been revised and restated as set forth in Exhibit A to this Amended Agreement.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive Employee shall not, during the Term term of Employment this Agreement or at any time following the Term termination or expiration of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or required by law (in which case Executive Employee shall give the Company Industrialex prior written notice of such required disclosure) or with the prior written consent of the Board President of DirectorsIndustrialex), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him Employee during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company Industrialex or any of its subsidiaries or affiliates, the directors of the Company Industrialex or any of its subsidiaries or affiliates, any supplier or customer clients of the Company Industrialex or any of their its subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) ), directly or indirectly, by ExecutiveEmployee. (b) All information and documents relating to the Company Industrialex and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, Industrialex and Executive Employee shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the CompanyEmployee's employment, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s Employee's possession or of control shall be returned and left with the CompanyIndustrialex.

Non-Disclosure of Confidential Information. (a) Interim Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Interim Executive during the course of Interim Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Interim Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Interim Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a7(a) by Interim Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Interim Executive shall use commercially reasonable best efforts to prevent any unauthorized publication or disclosure thereof. Upon termination of Interim Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Interim Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him her or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term end of EmploymentExecutive’s employment with the Company, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him her during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a5(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), ) or as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been The Executive, except in connection with his employment hereunder, shall not disclose to any person or may be revealed to him entity or learned by Executive use, either during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Employment Term of Employment or at any time thereafter, any information not in the public domain or generally known in the industry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company's business or, if acquired following the Term of EmploymentEmployment Term, such information which, to the Executive's knowledge, has been acquired, directly or indirectly, disclose from any person or permit to be known (other than as is required in the regular course entity owing a duty of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating confidentiality to the Company or any of its subsidiaries or affiliates, relating to the directors of the Company or Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any supplier of the Company's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall be remain the sole and exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon upon termination of Executive’s his employment with the Company, the Executive shall return to the Company the originals and all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then of any such information provided to or acquired by the Executive in Executive’s possession or control shall be returned and left connection with the performance of his duties for the Company, and shall return to the Company all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment. The Executive's obligations hereunder shall not apply to information acquired by the Executive which (i) is in the public domain, other than by breach of the Executive's obligations hereunder, (ii) is already in the Executive's possession and not subject to obligations of confidentiality, and (iii) is made available to the Executive from sources not bound by obligations of confidentiality.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive Employee shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as ) or is required by law (in which case Executive shall Employee shall, to the extent practicable, give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s chief executive officer), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of and its subsidiaries or affiliates(collectively, the directors “SPI Group”), any client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, SPI Group or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(a) section by Executive. (b) Employee. All information and documents relating to the Company and its subsidiaries or affiliates SPI Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive Employee shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of ExecutiveEmployee’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in ExecutiveEmployee’s possession or control shall be returned and left with the Company. Employee agrees that if he breaches, or threatens to commit a breach of, any of the provisions of this non-disclosure of confidential information section of this agreement (the “Restrictive Covenant”), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to injunctive relief and/or to have the Restrictive Covenant specifically enforced by a court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenant would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Employee of his right to contest whether a breach or threatened breach of the Restrictive Covenant has occurred.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term end of EmploymentExecutive’s employment with the Company, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a5(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that Employee shall hold and safeguard the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage Confidential Information in trust for the Company. Executive , its successors and assigns and shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board Company, misappropriate or disclose or make available to anyone for use outside the Company organization at any time, either during his employment with the Company or subsequent to the termination of Directorshis employment with the Company for any reason, including, without limitation, termination by the Company for cause or without cause, any of the Confidential Information, whether or not developed by Employee, except as required in the performance of Employee's duties to the Company. Employee, its officers, directors, agents, servants or employees shall, during the term of this Agreement and for at least one (1) year thereafter shall not disclose in any manner to any person, firm, firm or corporation, any knowledge or other entityinformation pertaining to the conduct or details of processes, formulas, machinery, devices, products and components used by either party in carrying on its own business. Employee shall require each and any confidential of its, representatives and agents to whom such knowledge or information acquired by him during is made available to observe the course ofparty's obligations under this Agreement. Employee parties shall ensure the protection of that data deemed to be, and properly marked "confidential", "private" or "proprietary", such as, sales figures, pricing, client lists, and forecast data as an incident towell as business plans and ideas. Employee agrees to protect such proprietary data from dissemination outside its originally intended channels. Employee agrees to proper and timely notification in the event any such breach does occur Employee further agrees that Employee shall not in any way, his employment directly or the rendering of his advisory or consulting services hereunderindirectly, relating to disparage the Company or any of its subsidiaries executives, board members or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesemployees, or any corporation, partnership or other entity owned or controlled, directly or indirectly, PRODUCTS marketed by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive 8.1 Contractor acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with performance of Services for the Company, Contractor will acquire certain confidential information pertaining to the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall notits business, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to affiliates and the Company’s advisors customers and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interestclients, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall includesoftware, but shall not be limited toproducts, proprietary technologyresearch, compilations, lists, processes, ideas, developments, trade secrets, patented processesclient lists, research client or consultant contracts and development data, know-how, market studies and forecasts, financial data, competitive analysesthe details thereof, pricing policies, employee listsoperational methodology, marketing and merchandising plans or strategies, business acquisition plans, personnel policiesplans, client financial information, client data and reports, client business strategies, new client products and developments and all other information pertaining to the Company’s business, any affiliate’s business or any client’s business (collectively, the substance “Confidential Information”). Contractor may not copy, summarize or reproduce any Confidential Information except as reasonably required in connection with Contractor’s duties on behalf of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential informationthe Company. This confidentiality obligation Contractor shall not apply at any time, directly or indirectly, disclose to any confidential informationperson, which is or becomes publicly available other than pursuant to a breach even in the course of this paragraph 12(a) by Executive. (b) All information and documents relating casual conversation, except to the Company or its management and its subsidiaries agents or affiliates as herein above described (reasonably required in connection with Contractor duties on behalf of the Company or as required by law or by court order, or use, except on behalf of the Company, any Confidential Information acquired by Contractor during the Term. 8.2 Upon termination of this Agreement or whenever thereafter requested by the Company, Contractor shall immediately deliver to the Company all property in Contractor’s possession or under Contractor’s control belonging to the Company, including but not limited to all brochures, advertisements, samples, contact lists, client financial information, data and reports, client business strategies, new products and developments, client information, vendor information, software programs, lists compilations, records, including sales records, training manuals and all other business affairs) shall be the exclusive property of the Company, . Contractor acknowledges that all such documents and Executive materials are and shall use commercially reasonable best efforts to prevent any publication remain the property of the Company. Anything remaining on Contractor’s hard drive after the expiration or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control this Agreement shall be returned and left with the Companypromptly destroyed.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall will not, during the Term of Employment Term, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (disclosed, other than as is required in the regular and proper course of his duties hereunder (including without limitation required disclosures to the CompanyTRMG’s advisors and consultants), ) or as is required by law (in which case Executive shall will give the Company TRMG prior written notice of such required disclosure) disclosure as soon as possible and will make the most minimal disclosure required), or with the prior written consent of the Board of DirectorsBoard, to any person, firm, corporation, corporation or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or with the rendering of his advisory or consulting services hereunderCompany Group, relating to the Company or Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesGroup, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, including the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, will include proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier customer lists, customer lists patron data and any other documents embodying such confidential information. This confidentiality obligation shall will not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by the Company Group and without Executive’s direct or indirect involvement. (b) All information and documents relating to the Company and its subsidiaries or affiliates Group as herein above hereinabove described (or other business affairs) shall will be the exclusive property of the CompanyCompany Group, and Executive shall will use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the CompanyTRMG, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall will be returned and left with the CompanyTRMG.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive Employee shall not, during the Term term of Employment this Agreement or at any time following the Term termination or expiration of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in or consistent with the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or required by law (in which case Executive Employee shall give the Company Zygo prior written notice of such disclosure required disclosureby law) or with the prior written consent of the Board President of DirectorsZygo), to any person, firm, firm or corporation, or other entity, any confidential information information, whether or not acquired by him Employee during the course of, or as an incident to, his employment by the Company (including prior to the Merger) or the rendering of his advisory or consulting services hereunderZygo, relating to the Company Company, Zygo or any of its their respective subsidiaries or affiliates, the directors of the Company Company, Zygo or its any of their respective subsidiaries or affiliates, any supplier or customer client of the Company Company, Zygo or any of their respective subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(a) Section 11(a), directly or indirectly, by ExecutiveEmployee. (b) All information and documents relating to the Company Company, Zygo and its their respective subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyCompany or Zygo, as the case may be, and Executive Employee shall use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s Employee's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s Employee's possession or control shall be returned and left with the Company. (c) Employee will execute the form of "Zygo TeraOptix, Inc. Non-Disclosure and Non-Solicitation Agreement" in the form of EXHIBIT A hereto, all the terms and provisions of which are incorporated herein as if fully set forth herein.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(aSection 11(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the Xxxxx Xxxxxxxx, Xx. Employment Agreement June 15, 2009 substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as ) or is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer client of the Company or any of their its subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(aSection 11(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. In consideration of the covenants of the Company herein, the Executive agrees as follows: (a) The Executive hereby agrees and acknowledges that the Company possesses certain he has and has had access to or is aware of Confidential Information. The Executive hereby agrees that he shall keep strictly confidential and propriety information that has been or may be revealed to him or learned by Executive will not during and after the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage Initial Term, without the Company. Executive shall not's express written consent, during divulge, furnish or make accessible to any person or entity, or make use of for the Term benefit of Employment himself or at others, any time following the Term of EmploymentConfidential Information obtained, directly possessed, or indirectly, disclose or permit to be known (other than by him except as is required in the regular course of performing the duties and responsibilities of his duties (including without limitation disclosures to employment by the Company while in the employ of the Company’s advisors , and consultants)that he will, as required by law (in prior to or upon the date on which case Executive shall give his employment with the Company prior written notice terminates (the "Date of such required disclosureTermination") deliver or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating return to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership all such Confidential Information that is in written or other entity owned physical or controlledrecorded form or which has been reduced to written or other physical or recorded form, directly and all copies thereof, in his possession, custody or indirectly, by any of the foregoing, or in which any of the control. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation covenant shall not apply to (i) any confidential information, which is Confidential Information that becomes generally known or becomes publicly available to the public other than pursuant to as a result of a breach of this paragraph 12(athe agreements of the Executive contained herein, (ii) any disclosure of Confidential Information by Executivethe Executive that is expressly required by judicial or administrative order; provided however that the -13- Executive shall have (x) notified the Company as promptly as possible of the existence, terms and circumstances of any notice, subpoena or other process or order issued by a court or administrative authority that may require him to disclose any Confidential Information, and (y) cooperated with the Company, at the Company's request, in taking legally available steps to resist or narrow such process or order and to obtain an order or other reliable assurance that confidential treatment will be given to such Confidential Information as is required to be disclosed. (b) All information For purposes of this Agreement, "Confidential Information" means all non-public or proprietary information, data, trade secrets, "know-how", or technology with respect to any products, designs, improvements, research, styles, techniques, suppliers, clients, markets, methods of distribution, accounting, advertising and documents relating to the Company promotion, pricing, sales, finances, costs, profits, financial condition, organization, personnel, business systems (including without limitation computer systems, software and its subsidiaries programs), business activities, operations, budgets, plans, prospects, objectives or affiliates as herein above described (or other business affairs) shall be the exclusive property strategies of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him her or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term end of EmploymentExecutive’s employment with the Company, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him her during the course of, or as an incident to, his her employment or the rendering of his her advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a5(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company. (c) In accordance with the Federal Defend Trade Secrets Act, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets by unauthorized means.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsGP Board), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or US Shipping Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesUS Shipping Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is known to Executive as a result of his professional business experience prior to the date hereof or his involvement in the business activities set forth on Schedule A hereof or which becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe US Shipping Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates US Shipping Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term end of EmploymentExecutive’s employment with the Company, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a5(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company. (c) In accordance with the Federal Defend Trade Secrets Act, Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other

Non-Disclosure of Confidential Information. (a) Executive acknowledges Except as provided in Section 6 of this Agreement, Parties recognize and acknowledge that confidential information may exist from time to time, with respect to their business concerning the Company possesses certain confidential and propriety information that has been business, business practices, method of sales, training, assets, accounts or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent finances of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company Party's business or any of its subsidiaries the secrets, dealings, transactions or affiliates, the directors affairs of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interestParty, including, but not limited to, trade secrets, costs, pricing practices, customer lists, financial data, employee information or information as to the organization structure as identified in this Section (“Confidential Information”). Accordingly, except as provided in Section 6 of this Agreement, Parties shall not, during or after the term of this Agreement, disclose to any individual or entity any Confidential Information relating to the business of the other Party. Further, Parties shall not, without prior written consent of each other disclose to any person, firm or independent contractor, and shall during or after the term of this Agreement, use its best efforts to prevent the publication or disclosure of any information concerning the business, business practices, method of sales, training, assets, accounts or finances of the other Party's business or any of the secrets, dealings, transactions or affairs of each of the foregoing. Such confidential information shall includeother Party, including, but shall not be limited to, proprietary technology, trade secrets, patented processescosts, research and development datapricing practices, know-how, market studies and forecastscustomer lists, financial data, competitive analysesemployee information or information as to the organization structure or any other Confidential Information, pricing policieswhich have or may come to its knowledge during or after the term of this Agreement, employee listsor previously or otherwise. Each Party shall use its best efforts to cause its representatives, personnel policiesattorneys, accountants and advisors to whom information is disclosed to comply with the provisions of this Section. At any time, a Party may reasonably request, the substance other Party shall forthwith surrender to the other Party all documents and copies of agreements with customersdocuments in their possession relating to the foregoing, suppliers including, but not limited to, internal and othersexternal business forms, marketing or dealership arrangementsmanuals, servicing and training programs and arrangementscorrespondence, supplier listsnotes, customer lists and computer programs, and no Party shall not make or retain any copy or extract of any of the foregoing of the other Party. Notwithstanding any other documents embodying such confidential information. This confidentiality obligation provision of this Agreement, Parties understand that disclosure of the copy of this Agreement is permissible and shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executivebe deemed as Confidential Information. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) The Executive acknowledges that that, with respect to RelevantKnowledge, he has learned and developed and had access to, and with respect to the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course Term, he will learn, develop and have access to, various proprietary or confidential information, not generally known to others, relating to the business and affairs of Executive’s employment with the Company and RelevantKnowledge. The Company and RelevantKnowledge are engaged in a highly competitive business; their competitive position depends in great measure upon the ability to develop or acquire and maintain the confidentiality of confidential information; and they have expended and are likely to continue to expend considerable efforts and resources in the development or acquisition of confidential information. Based upon the foregoing, the Executive recognizes that it would be unfair the unauthorized disclosure of confidential information in violation of the terms hereof is likely to use that information or knowledge result in serious and irrevocable harm to compete with or to otherwise disadvantage the Company. Company and Relevant Knowledge. (b) Executive shall not, during the Term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior unanimous written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment with RelevantKnowledge or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliatessubsidiaries, the directors of the Company or its subsidiaries or affiliatessubsidiaries, any supplier or customer client of the Company or any of their subsidiaries or affiliatesits subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, its computer software designs, computer passwords, computer object codes, sampling/projection/adjustment methodologies, panel balancing schema, sample selection programs, modeling codes/formulae, client revenue/project information, proprietary technology, trade secrets, patented processesdata obtained from or about clients, research and development dataplans, know-how, market studies and forecastscustomer lists, financial dataand pricing information, competitive analysestrade secrets and general business and operating plans, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or (i) thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(a) Section 8(a), directly or indirectly, by Executive, (ii) was in the public domain prior to disclosure to Executive, or (iii) is disclosed to Executive by a third party not in violation of any obligations of confidentiality to the Company. (bc) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall will not, during the Term of Employment Term, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (disclosed, other than as is required in the regular and proper course of his duties hereunder (including without limitation required disclosures to the Company’s TRMG's advisors and consultants), ) or as is required by law (in which case Executive shall will give the Company TRMG prior written notice of such required disclosure) disclosure as soon as possible and will make the most minimal disclosure required), or with the prior written consent of the Board of DirectorsBoard, to any person, firm, corporation, corporation or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or with the rendering of his advisory or consulting services hereunderCompany Group, relating to the Company or Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesGroup, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, including the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, will include proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier customer lists, customer lists patron data and any other documents embodying such confidential information. This confidentiality obligation shall will not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by the Company Group and without Executive's direct or indirect involvement. (b) All information and documents relating to the Company and its subsidiaries or affiliates Group as herein above hereinabove described (or other business affairs) shall will be the exclusive property of the CompanyCompany Group, and Executive shall will use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the CompanyTRMG, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall will be returned and left with the CompanyTRMG.

Non-Disclosure of Confidential Information. (a) In consideration of the covenants of the Company herein, the Executive agrees as follows: a. The Executive hereby agrees and acknowledges that the Company possesses certain he has and has had access to or is aware of Confidential Information. The Executive hereby agrees that he shall keep strictly confidential and propriety information that has been or may be revealed to him or learned by Executive will not during the course of Executive’s and after his employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage Company, without the Company. Executive shall not's express written consent, during divulge, furnish or make accessible to any person or entity, or make use of for the Term benefit of Employment himself or at others, any time following the Term of EmploymentConfidential Information obtained, directly possessed, or indirectly, disclose or permit to be known (other than by him except as is required in the regular course of performing the duties and responsibilities of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required employment by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with while in the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property employ of the Company, and that he will, prior to or upon the date on which his employment with the Company terminates (the "Date of Termination") deliver or return to the Company all such Confidential Information that is in written or other physical or recorded form or which has been reduced to written or other physical or recorded form, and all copies thereof, in his possession, custody or control. The foregoing covenant shall not apply to (i) any Confidential Information that becomes generally known or available to the public other than as a result of a breach of the agreements of the Executive contained herein, (ii) any disclosure of Confidential Information by the Executive that is expressly required by judicial or administrative order; provided however that the Executive shall use commercially reasonable best efforts have (x) notified the Company as promptly as possible of the existence, terms and circumstances of any notice, subpoena or other process or order issued by a court or administrative authority that may require him to prevent disclose any publication or disclosure thereof. Upon termination of Executive’s employment Confidential Information, and (y) cooperated with the Company, at the Company's request, in taking legally available steps to resist or narrow such process or order and to obtain an order or other reliable assurance that confidential treatment will be given to such Confidential Information as is required to be disclosed. b. For purposes of this Agreement, "Confidential Information" means all documents, records, reports, writings and other similar documents containing confidential non-public or proprietary information, data, trade secrets, "know-how", or technology with respect to any products, designs, improvements, research, styles, techniques, suppliers, clients, markets, methods of distribution, accounting, advertising and promotion, pricing, sales, finances, costs, profits, financial condition, organization, personnel, business systems (including copies thereof then in Executive’s possession without limitation computer systems, software and programs), business activities, operations, budgets, plans, prospects, objectives or control shall be returned and left with strategies of the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that As used herein, “Confidential Information” means any and all private, proprietary information affecting or relating to the business of the Company possesses certain confidential and propriety its Affiliates, including without limitation, financial data, customer lists and data, licensing arrangements, borrower or prospective borrower information, regardless of the form in which it is handled or maintained (including, without limitation, bank and credit card account numbers, income and credit information, and social security numbers), loan files, business strategies, pricing information, product development, intellectual, 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 without limitation, all copyrights, patents, trademarks, service marks, trade secrets, contract rights, ideas, concepts, technologies, logos, hardware, software, and as may be embodied in any and all computer programs, tapes, diskettes, disks, mailing lists, lists of actual or prospective customers and/or suppliers, notebooks, documents, 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”, ideas, concepts, research, processes, and plans. “Confidential Information” does not include information that has been is in the public domain, information that is generally known in the trade, or may be revealed to him or learned by information that Executive during the course can prove Executive acquired wholly independently of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, at any time during the Term of Employment or at any time following the Term of Employmentthereafter, directly or indirectly, disclose or permit furnish to be known (any other than as is required person, firm or corporation any Confidential Information, except in the regular course of his the proper performance of Executive’s duties (including without limitation disclosures to the Company’s advisors and consultants), hereunder or as required by law (in which case event Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries shall cooperate with Company and Company’s counsel in complying with such legal requirements). Promptly upon the expiration or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with hereunder for any reason or whenever the CompanyCompany so requests, Executive shall surrender to the Company all documents, recordshardware, reportssoftware, writings loan files, work papers, lists, memoranda, records and other similar documents containing confidential information, data (including copies thereof then all copies) constituting or pertaining in Executive’s possession or control shall be returned and left with any way to any of the CompanyConfidential Information.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his her duties (including without limitation disclosures to the CompanyFairway Group’s advisors and consultants), ) or as is required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsCompany’s President, to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his her employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliatesFairway Group, any supplier client, vendor or customer of the Company or any of their subsidiaries or affiliatesFairway Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers suppliers, landlords and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by Executivethe Fairway Group. (b) All information and documents relating to the Company and its subsidiaries or affiliates Fairway Group as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyFairway Group, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall will not, during the Term of Employment Term, or at any time following the Term expiration or termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (disclosed, other than as is required in In the regular and proper course of his duties hereunder (including without limitation required disclosures to the Company’s 's advisors and consultants), ) or as is required by law (in which case Executive shall will give the Company prior written notice of such required disclosure) disclosure as soon as possible and will make the most minimal disclosure required), or with the prior written consent of the Board of DirectorsBoard, to any person, firm, corporation, corporation or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or with the rendering of his advisory or consulting services hereunderCompany Group, relating to the Company or Group, any of its subsidiaries or affiliates, the directors client of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliatesGroup, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, including the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, include proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier customer lists, customer lists patron data and any other documents embodying such confidential information. This These confidentiality obligation obligations shall not apply to any confidential information, information which is or becomes publicly available other than pursuant from sources unrelated to a breach of this paragraph 12(a) by the Company Group and without Executive's direct or indirect involvement. (b) All information and documents relating to the Company and its subsidiaries or affiliates Group as herein above hereinabove described (or other business affairs) shall will be the exclusive property of the CompanyCompany Group, and Executive shall will use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s 's employment with the Company, all documents, records, reports, writings writings, and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s 's possession or control shall be returned and left with to the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges Employee agrees that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall Employee will not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directorsapplicable Company Releasee, either directly or indirectly, transmit or disclose to any person, firm, corporationperson or entity any Confidential Information (as defined below) or use any Confidential Information for Employee’s own benefit or the benefit of any other person or entity, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the detriment of the Company Releasees, except this shall not prevent Employee from making statements to the extent required by applicable law to respond to an order or subpoena of a court of competent jurisdiction or in response to any subpoena issued by a state or federal governmental agency; provided that Employee will provide the Company with prompt notice of its subsidiaries or affiliates, the directors of any such legal requirement so that the Company or its subsidiaries designee may seek a protective order or affiliatesother appropriate remedy. Notice is not required where disclosure is required by any governmental agency that directs Employee to refrain from notifying the Company or with regard to matters before the Securities and Exchange Commission. “Confidential Information” shall include all information specified in Paragraph 4.1 of the Service Agreement, in addition to any non-public or personal information pertaining to the Company Releasees disclosed to Employee or developed or learned by Employee during the course of or as a result of Employee’s employment with, or Employee’s provision of legal and other Service to, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interestReleasees, including, but not limited to, the business affairs of each of the foregoing. Such confidential to information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development such as: (i) personnel data, know-howincluding compensation, market studies policies and forecasts, benefits; (ii) corporate and personal financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is (iii) corporate marketing plans and strategies; (iv) any legal issues, strategies or becomes publicly available other than pursuant to a breach of this paragraph 12(aprivileged information; and (iv) by Executive. (b) All any business, personal or financial information and documents relating in any way to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) Company. Nothing in this Paragraph 17 shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts construed to prevent any publication or disclosure thereofprohibit Employee from exercising Employee’s rights as specified in Paragraph 15(c). Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.​

Non-Disclosure of Confidential Information. As used herein, “Confidential Information” means any and all non-public information as to which the Company takes reasonable steps to protect the confidentiality of and that affects or relates to the business of the Company and its Subsidiaries, including, without limitation: (a) Executive acknowledges that the Company possesses certain confidential financial data, customer lists and propriety 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, without limitation, all copyrights, patents, trademarks, service marks, trade secrets, contract rights, titles, themes, stories, treatments, ideas, concepts, technologies, art work, logos, hardware, and software; (b) such information as may be embodied in any and all computer programs, tapes, diskettes, disks, mailing lists, lists of actual or prospective customers and/or suppliers, notebooks, documents, memoranda, reports, files, correspondence, charts and lists; and (c) 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,” ideas, concepts, research, processes, and plans. “Confidential Information” does not include information relating to Executive’s working conditions or wages, information that has been is in the public domain, information that is generally known in the trade, or may be revealed to him or learned by information that Executive during the course can prove he acquired wholly independently of Executive’s his employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, at any time during the Term of Employment or at any time following the Term of Employmentthereafter, directly or indirectly, disclose or permit to be known (furnish to, or use for the benefit of, any other than as is required person, firm or corporation any Confidential Information, except in the regular course of the proper performance of his duties (including without limitation disclosures to the Company’s advisors and consultants), hereunder or as required by law (in which case event Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be cooperate with the exclusive property of Company and the Company, and Executive shall use commercially reasonable best efforts to prevent any publication ’s counsel in complying with such legal requirements). Promptly upon the expiration or disclosure thereof. Upon termination of Executive’s employment with hereunder for any reason or whenever the CompanyCompany so requests, Executive shall surrender to the Company all documents, recordsdrawings, reportswork papers, writings lists, memoranda, records and other similar documents containing confidential data (including all copies, compilations or summaries thereof) constituting or pertaining in any way to any of the Confidential Information, other than Executive’s personal “rolodex” or equivalent and any personal information contained on Executive’s computer(s); provided, however, that Executive acknowledges if he chooses to import or maintain any personal information on the Company’s computers or network, he does not have any reasonable expectation of privacy vis-à-vis the Company with respect to such information, including copies thereof then in Executive’s possession or control shall be returned and left with the CompanyCompany may access and review such information at any time, for any reason.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive Employee shall not, during the Term term of Employment this Agreement or at any time following the Term termination or expiration of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in or consistent with the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or required by law (in which case Executive Employee shall give the Company Zygo prior written notice of such disclosure required disclosureby law) or with the prior written consent of the Board President of DirectorsZygo), to any person, firm, firm or corporation, or other entity, any confidential information information, whether or not acquired by him Employee during the course of, or as an incident to, his employment by the Company (including prior to the Merger) or the rendering of his advisory or consulting services hereunderZygo, relating to the Company Company, Zygo or any of its their respective subsidiaries or affiliates, the directors of the Company Company, Zygo or its any of their respective subsidiaries or affiliates, any supplier or customer client of the Company Company, Zygo or any of their respective subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or thereafter becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) ), directly or indirectly, by ExecutiveEmployee. (b) All information and documents relating to the Company Company, Zygo and its their respective subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the CompanyCompany or Zygo, as the case may be, and Executive Employee shall use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s Employee's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s Employee's possession or control shall be returned and left with the Company. (c) Employee will execute the form of "Zygo TeraOptix, Inc. Non-Disclosure and Non-Solicitation Agreement" in the form of EXHIBIT A hereto, all the terms and provisions of which are incorporated herein as if fully set forth herein.

Non-Disclosure of Confidential Information. (a) Executive The Consultant acknowledges that he has learned and developed and had access to, and will continue to learn, develop and have access to, various proprietary or confidential information, not generally known to others, relating to the Company possesses certain confidential business and propriety information that has been or may be revealed to him or learned by Executive during the course affairs of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive The Company is engaged in a highly competitive business; its competitive position depends in great measure upon the ability to develop or acquire and maintain the confidentiality of confidential information; and it has expended and is likely to continue to expend considerable efforts and resources in the development or acquisition of confidential information. Based upon the foregoing, the Consultant recognizes that the unauthorized disclosure of confidential information in violation of the terms hereof is likely to result in serious and irrevocable harm to the Company. (b) Consultant shall not, during the Term of Employment while this Agreement is in effect or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as or required by law (in which case Executive Consultant shall give the Company prior written notice of such required disclosure) or with the prior unanimous written consent of the Board of DirectorsDirectors of the Company), to any person, firm, firm or corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment with RelevantKnowledge or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliatessubsidiaries, the directors of the Company or its subsidiaries or affiliatessubsidiaries, any supplier or customer client of the Company or any of their subsidiaries or affiliatesits subsidiaries, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, its computer software designs, computer passwords, computer object codes, sampling/projection/adjustment methodologies, panel balancing schema, sample selection programs, modeling codes/formulae, client revenue/project information, proprietary technology, trade secrets, patented processesdata obtained from or about clients, research and development dataplans, know-how, market studies and forecastscustomer lists, financial dataand pricing information, competitive analysestrade secrets and general business and operating plans, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is or (i) thereafter becomes publicly available other than pursuant to a breach of this paragraph 12(aSection 5(a), directly or indirectly, by Consultant, (ii) was in the public domain prior to disclosure to Consultant, or (iii) is disclosed to Consultant by Executivea third party not in violation of any obligations of confidentiality to the Company. (bc) All information and documents relating to the Company and its subsidiaries or affiliates as herein above hereinabove described (or other business affairs) shall be the exclusive property of the Company, and Executive Consultant shall use commercially reasonable his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the CompanyAgreement, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof thereof, then in Executive’s Consultant's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term term of Employment this Agreement or at any time following the Term termination of Employmentthis Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s 's advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of DirectorsDirectors of the Company, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or and affiliates, the directors of the Company or its subsidiaries or and affiliates, any supplier or customer of the Company or any of their subsidiaries or and affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph Section 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s 's possession or control shall be returned and left with the Company.

Non-Disclosure of Confidential Information. As used herein, “Confidential Information” means any and all non-public information as to which the Company takes reasonable steps to protect the confidentiality of and that affects or relates to the business of the Company and its Subsidiaries, including, without limitation: (a) Executive acknowledges that the Company possesses certain confidential financial data, customer lists and propriety 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, without limitation, all copyrights, patents, trademarks, service marks, trade secrets, contract rights, titles, themes, stories, treatments, ideas, concepts, technologies, art work, logos, hardware, and software; (b) such information as may be embodied in any and all computer programs, tapes, diskettes, disks, mailing lists, lists of actual or prospective customers and/or suppliers, notebooks, documents, memoranda, reports, files, correspondence, charts and lists; and (c) 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,” ideas, concepts, research, processes, and plans. “Confidential Information” does not include information relating to Executive’s working conditions or wages, information that has been is in the public domain, information that is generally known in the trade, or may be revealed to him or learned by information that Executive during the course can prove he acquired wholly independently of Executive’s his employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, at any time during the Term of Employment or at any time following the Term of Employmentthereafter, directly or indirectly, disclose or permit to be known (furnish to, or use for the benefit of, any other than as is required person, firm or corporation any Confidential Information, except in the regular course of the proper performance of his duties (including without limitation disclosures to the Company’s advisors and consultants), hereunder or as required by law (in which case event Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be cooperate with the exclusive property of Company and the Company, and Executive shall use commercially reasonable best efforts to prevent any publication ’s counsel in complying with such legal requirements). Promptly upon the expiration or disclosure thereof. Upon termination of Executive’s employment with hereunder for any reason or whenever the CompanyCompany so requests, Executive shall surrender to the Company all documents, recordsdrawings, reportswork papers, writings lists, memoranda, records and other similar documents containing confidential data (including all copies, compilations or summaries thereof) constituting or pertaining in any way to any of the Confidential Information, other than Executive’s personal “rolodex” or equivalent and any personal information contained on Executive’s computer(s); provided, however, that Executive acknowledges if he chooses to import or maintain any personal BUS_RE\2831340.12 information on the Company’s computers or network, he does not have any reasonable expectation of privacy vis-à-vis the Company with respect to such information, including copies thereof then in Executive’s possession or control shall be returned and left with the CompanyCompany may access and review such information at any time, for any reason.

Non-Disclosure of Confidential Information. (a) Executive acknowledges that None of the Company possesses certain confidential and propriety information that has been PC, its owners, employees, consultants or may be revealed to him agents or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall noteither Physician shall, during the Term of Employment or at any time following after the Term of Employmentexecution and delivery hereof, directly or indirectly, indirectly disclose any confidential or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures proprietary information relating to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Management Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, association or other entity, nor shall the PC, its owners, employees, consultants or agents or either Physician make use of any of such confidential or proprietary information acquired by him during for its or their own purposes or for the course ofbenefit of any person, firm, corporation or as an incident to, his employment or other entity except the rendering of his advisory or consulting services hereunder, relating to the Management Company or any of its subsidiaries subsidiary or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the affiliate thereof. The foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, information which is the PC or becomes either Physician can establish to have (i) become publicly available other than pursuant to a known without breach of this paragraph 12(aAgreement by it or them or (ii) to have been given to the PC or either Physician by Executivea third party who is not obligated to maintain the confidentiality of such information. (b) All None of the Management Company, its owners, employees, consultants or agents shall, at any time after the execution and delivery hereof, directly or indirectly disclose any confidential or proprietary information and documents relating to the Company and its subsidiaries or affiliates as herein above described (PC to any person, firm, corporation, association or other business affairs) entity, nor shall be the exclusive property of the Management Company, and Executive shall its owners, employees, consultants or agents make use commercially reasonable best efforts to prevent of any publication of such confidential or disclosure proprietary information for its or their own purposes or for the benefit of any person, firm, corporation or other entity except the PC or any affiliate thereof. Upon termination of Executive’s employment with The foregoing obligation shall not apply to any information which the Management Company, its owners, employees, consultants or agents can establish to have (i) become publicly known without breach of this Agreement by it or them or (ii) to have been given to the Management Company, its owners, employees, consultants or agents by a third party who is not obligated to maintain the confidentiality of such information. (c) The term "confidential or proprietary information" shall mean all documentsinformation which is known to the Management Company, the PC, any of their respective employees, officers, directors or consultants or the Physicians which relates to matters such as trade secrets, books and records, reportssupplies, writings pricing and other similar documents containing confidential cost information, including copies thereof then in Executive’s possession marketing plans, strategies and forecasts. Nothing contained herein shall prevent the Management Company, the PC or control shall be returned and left with the CompanyPhysicians from furnishing confidential or proprietary information pursuant to a direct order of a court of competent jurisdiction.