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

Non-Disclosure of Confidential Information. Executive acknowledges and agrees that, during the Term, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information of the Company or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possession.

Non-Disclosure of Confidential Information. The Executive acknowledges and agrees that, during the Termher employment, Executive may she will learn and will have access to confidential information regarding the Company and become familiar with various trade secrets its affiliates, including without limitation (i) proprietary or secret plans, designs, processes, programs, documents, software, agreements or material relating to the business, products, services or activities of the Company and other confidential 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 any of its affiliates including(collectively, but not limited to“Confidential Business and Technical Information”). The Executive recognizes and acknowledges that the Confidential Business and Technical Information, the Company’s existing as it may exist from time to time, represents valuable, special and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information unique assets of the Company, collectivelyaccess to and knowledge of which are essential to the performance of the Executive’s duties hereunder. The Executive will not, during or after the “Confidential Information”). Executive expressly agrees not to term of her employment by the Company, in whole or in part, disclose any such Confidential InformationBusiness and Technical Information to any person, firm, corporation, association or entity for any reason or purpose whatsoever, nor shall the Executive make use of any such Confidential Business and Technical Information for her own purposes or for the benefit of any person, firm, corporation or entity except the Company under any circumstances during or after the term of her employment, provided that after the term of her employment these restrictions shall not apply to such secrets, information and processes which are then in the public domain provided that the Executive was not responsible, directly or indirectly, nor use Confidential Information in any wayfor such secrets, either during information or processes entering the Term public domain without the Company’s consent. In the event an action is instituted and thereafter. Specificallyprior knowledge is an issue, during it shall be the Term obligation of the Executive to prove by clear and thereafter, Executive (i) will maintain convincing evidence that the Confidential Business and Technical Information disclosed was in strict confidence; (ii) will not disclose any Confidential Information the public domain, was already known by the recipient, or was developed independently by the recipient. The Executive agrees to any person or other entity; (iii) will not use any Confidential Information to hold as the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All filesCompany’s property all memoranda, books, papers, recordsletters, documentsformulas and other data, drawingsand all copies thereof and therefrom, specifications, equipment in any way containing Confidential Business and similar items Technical Information or otherwise relating to the Company’s business of the Company and Confidential Informationaffairs, whether prepared made by Executive her or otherwise coming into Executive’s her possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s her employment. In connection with Executive’s termination , or on demand of employment with the Company, Executive will reasonably cooperate with at any time, to deliver the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by same to the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possession.

Non-Disclosure of Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any and all of the Company’s (and its subsidiaries' or affiliates') trade secrets, confidential and proprietary information and all other non-public information and data of or about the Company (and its affiliates) and its business, including, without limitation, lists of customers, information pertaining to customers, marketing plans and strategies, information pertaining to suppliers, information pertaining to prospective suppliers, pricing information, engineering and technical information, software codes, cost information, data compilations, research and development information, business plans, financial information, personnel information, information received from third parties that the Company has agreed to keep confidential, and information about prospective customers or prospective products and services, whether or not reduced to writing or other tangible medium of expression, including, without limitation, work product created by Executive acknowledges in rendering services for the Company. During Executive’s employment with the Company and agrees that, during the Termthereafter, Executive may have access will not use or disclose to others any of the Confidential Information, except (a) in the course of Executive’s work for and become familiar on behalf of the Company, (b) with various trade secrets and other confidential or proprietary information the prior written consent of the Company or (c) as required by law or judicial process, provided Executive promptly notifies the Company in writing of any subpoena or other judicial request for disclosure involving confidential information or trade secrets, and cooperates with any effort by the Company to obtain a protective order preserving the confidentiality of the confidential information or trade secrets. Executive agrees that the Company owns the Confidential Information and Executive has no rights, title or interest in any of its affiliates includingthe Confidential Information. Additionally, but not limited to, Executive will abide by the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of policies protecting the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafteras such policies may exist from time to time. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at At the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the CompanyCompany for any reason, Executive will reasonably cooperate with immediately deliver to the Company in completing any and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible all materials (including all copies and electronically stored data) containing any Confidential Information in Executive’s possession, custody or control. Upon termination of Executive’s employment with the Company for any reason, Executive will, if requested by the Company, provide the Company with a signed written statement disclosing whether Executive has returned to the Company all materials (including all copies and electronically stored data) containing any Confidential Information previously in Executive’s possession, custody or control. Executive's confidentiality/non-disclosure obligations under this Agreement continue after the termination of Executive's employment with the Company for any reason. With respect to any particular trade secret information, Executive's confidentiality/non-disclosure obligations shall continue as long as such information constitutes a trade secret under applicable law. With respect to any particular Confidential Information that does not constitute a trade secret, Executive’s confidentiality/non-disclosure obligations shall continue as long as such information remains confidential, and shall not apply to information that becomes generally known to the public through no fault or action of Executive or others who were under confidentiality obligations with respect to such information. Executive acknowledges and agrees that his obligations under this Section shall survive the expiration or termination of this Agreement and the cessation of his employment with the Company for whatever reason. Executive further acknowledges and agrees that his obligations under this Section shall be construed as independent covenants and that no breach of any contractual or legal duty by the Company shall be held sufficient to excuse or terminate Executive's obligations under this Section or to preclude the Company from enforcing this Section.

Non-Disclosure of Confidential Information. Executive (a) The Participant acknowledges and agrees that, during the Term, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information of the Company or any of its affiliates including, but not limited to, that the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methodsservices are highly specialized, practices the identity and plans, costs and pricing, lists particular needs of the Company’s customers, prospective customers and contacts, suppliers, vendorsand independent contractors are not generally known, consultants and employeesthe documents, methods of obtaining records, and information regarding the Company’s customers, suppliers, vendorsindependent contractors, consultants services, methods of operation, policies, procedures, sales, pricing, and employeescosts are highly confidential information and constitute trade secrets. The Participant further acknowledges that the services rendered to the Company by the Participant have been or will be of a special and unusual character which have a unique value to the Company and that the Participant has had or will have access to trade secrets and confidential information belonging to the Company, the loss of which cannot be adequately compensated by damages in an action at law. (b) The Participant agrees to not use, disclose, upload, download, copy, transfer, or delete any Confidential Information, including trade secrets except as required in the performance of the Participant’s duties to the Company. “Confidential Information” means information that the Company has obtained in connection with its present or planned business, including information the Participant developed in the performance of the Participant’s duties for the Company, the disclosure of which could result in a competitive or other disadvantage to the Company. Confidential Information includes, but is not limited to, all information of Company to which the Participant has had or will have access, whether in oral, written, graphic or machine-readable form, including without limitation, records, lists, specifications, operations or systems manuals, decision processes, policies, procedures, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and operational data material, customer names, vendor lists, independent contractor lists, identities, or information, proprietary ideas, concepts, know-how, methodologies and all other information related to Company’s business and/or the business of any of its affiliates, knowledge of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, independent contractors, methods of operation, trade secrets, software, software code, methods of determining prices. Confidential Information shall also include all information of a third party to which Company and/or any of its affiliates have access and to which the particular business requirements Participant has had or will have access. The Participant will not, directly, or indirectly, copy, take, disclose, or remove from the Company’s premises, any of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literaturebooks, records, softwarecustomer lists, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose or any Confidential Information. The Participant acknowledges and understands that, pursuant to the Defend Trade Secrets Act of 2016: An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, nor or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the individual’s attorney and use Confidential Information the trade secret information in any way, either during the Term and thereafter. Specifically, during court proceeding if the Term and thereafter, Executive individual: (i) will maintain files any document containing the Confidential Information in strict confidencetrade secret under seal; and (ii) will does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to prohibit the Participant from providing confidential information, reporting to or participating in an investigation with a government agency or authority about a possible violation of law, or from making other disclosures protected by applicable whistleblower statutes. As used in this Section 10, “Company” includes any Confidential Information to any person Parent, Subsidiary or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionAffiliate.

Non-Disclosure of Confidential Information. a. Executive acknowledges and agrees that, during the Term, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information of the Company or any of its affiliates including, but not limited to, that the Company’s existing 's trade secrets, private or secret processes, methods and contemplated services and ideas as they exist from time to time, information concerning the Company's products, documentation, technical data, contracts, business and financial methods, practices records and plans, costs inventions, acquisition strategy, price structure and pricing, discounts, costs, computer programs and listings, source code and/or subject code, copyright trademark proprietary information, formulae, protocols, forms, procedures, training methods, development technical information, know-how, show-how, new product and service development, advertising budgets, past, present and future marketing, activities and procedures, method for operating the Company's Business, credit and financial data concerning the Company's Clients and customer lists, which customer lists shall not only mean one or more of the Company’s customers, prospective customers names and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data address of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information customers of the Company, but it shall also encompass any and all information whatsoever regarding them, including their needs, and marketing; advertising, promotional and sales strategies, sales presentations, research information, revenues, acquisitions, practices and plans and information which is embodied in written or otherwise recorded form, and other information of a confidential nature not known publicly or by other companies selling to the same markets and specifically including information which is mental, not physical (collectively, the “"Confidential Information”"), are valuable, special and unique assets of the Company, access to and knowledge of which have been provided to Executive by virtue of Executive's association with the Company. In light of the highly competitive nature of the industry in which the Company’s business is conducted, Executive expressly agrees not to disclose any that all Confidential Information, directly heretofore or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during future obtained by Executive as a result of Executive's association with the Term and thereafter, Company shall be considered confidential. b. The Executive agrees that the Executive shall (i) will hold in confidence and not disclose or make available to any third party any such Confidential Information obtained directly or constructively from the Company, unless so authorized in writing by the Company; (ii) exercise all reasonable efforts to prevent third parties from gaining access to the Confidential Information; (iii) not use, directly or indirectly the Confidential Information except in order to perform the Executive's duties and responsibilities to the Company; (iv) restrict the disclosure or availability of the Confidential Information to those who have agreed to maintain the confidentiality of the Confidential Information and who have a need to know the information in order to achieve the purposes of this Agreement; (v) not copy or modify any Confidential Information without prior written consent of the Company, provided, however, that such copy or modification of any Confidential Information does not include any modifications or copying which would otherwise prevent the Executive from performing his/her duties and responsibilities to the Company; (vi) take such other protective measures as may be reasonably necessary to preserve the confidentiality of the Confidential Information; (vii) relinquish all rights it may have in any matter, such as drawings, documents, models, samples, photographs, patterns, templates, molds, tools or prototypes, which may contain, embody or make use of the Confidential Information; and (viii) promptly deliver to the Company any such matter as the Company may direct at any time, and not retain any copies or other reproductions thereof. c. Executive further agrees (i) that Executive shall promptly disclose in writing to the Company all ideas, inventions, improvements and discoveries which may be conceived, made or acquired by Executive as the direct or indirect result of the disclosure by the Company of the Confidential Information to Executive; (ii) that all such ideas, inventions, improvements and discoveries conceived, made or acquired by Executive, alone or with the assistance of others, relating to the Confidential Information in strict confidenceaccordance with the provisions hereof shall belong to the Company, and that Executive shall not acquire any intellectual property rights under this Agreement except the limited right to use set forth in this Agreement; and (iii) that Executive shall assist in the preparation and execution of all applications, assignments and other documents which the Company may deem necessary to obtain patents, copyrights and the like in the United States and in jurisdictions foreign thereto, and to otherwise protect the Company. d. Excluded from the Confidential Information, and therefore not subject to the provisions of this Agreement, shall be any information which the Executive can show (i) at the time of disclosure, is in the public domain as evidenced by printed publications; (ii) will not disclose any Confidential Information to any person or other entityafter the disclosure, enters the public domain by way of printed publication through no fault of the Executive; (iii) will by written documentation was in its possession at the time of disclosure and which was not use any Confidential Information to acquired directly or indirectly from the detriment of the Company Company; or any of its affiliates; (iv) will by written documentation was acquired, after disclosure, from a third party who did not authorize receive it from the Company, and who had the right to disclose the information without any obligation to hold such information confidential. The foregoing exceptions shall apply only from and after the date that the information becomes generally available to the public or permit such use or disclosure; and (v) will comply with is disclosed to the policies and procedures Executive by a third party, respectively. Specific information shall not be deemed to be within the foregoing exceptions merely because it is embraced by more general information in the public domain. Additionally, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain. If the Executive intends to avail himself/herself of any of the Company regarding use and disclosure of Confidential Information. All filesforegoing exceptions, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of Executive shall notify the Company in writing of his/her intention to do so and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property basis for claiming the exception. e. Upon written request of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with shall return to the Company in completing and signing a termination statement or affidavit in all written materials containing the form reasonably proscribed Confidential Information. Executive shall also deliver to the Company written statements signed by Executive certifying all materials have been returned within five (5) days of receipt of the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionrequest.

Non-Disclosure of Confidential Information. Executive acknowledges As used in this Agreement, the term “Confidential Information” means any and agrees thatall of the Company’s trade secrets, during the Term, Executive may have access to confidential and become familiar with various trade secrets and other confidential or proprietary information and all other non-public information and data of the Company or its businesses, including, without limitation, lists of customers, information pertaining to customers, information received from customers, information pertaining to business partners, information received from business partners, information received from any third parties that the Company is obligated to keep confidential, marketing plans and strategies, information pertaining to suppliers, pricing information, cost information, research and development information, processes, programs, inventions, business plans, financial information, data compilations, personnel information and information about prospective customers or prospective products and services, whether or not reduced to writing or other tangible medium of expression, including work product created by Employee in rendering services for the Company. During Employee’s employment with the Company and thereafter, Employee will not use or disclose to others any of its affiliates includingthe Confidential Information, but not limited toexcept as authorized in writing by the Company or in the performance of work assigned to Employee by the Company. Employee agrees that the Company owns the Confidential Information and Employee has no rights, title or interest in any of the Confidential Information. Additionally, Employee will abide by the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of policies protecting the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at At the Company’s request or upon the expiration or termination of ExecutiveEmployee’s employment. In connection with Executive’s termination of employment with the Company, Executive Employee will reasonably cooperate immediately deliver to the Company any and all materials (including copies and electronically stored data) containing any Confidential Information in Employee’s possession, custody or control. Upon termination of Employee’s employment with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed for any reason, Employee will, if requested by the Company, which will contain Executive’s certification that Executive provide the Company with a sworn written statement disclosing whether Employee has no tangible returned to the Company all materials (including all copies and electronically stored data) containing any Confidential Information previously in ExecutiveEmployee’s possession, custody or control. Employee’s confidentiality obligations shall continue as long as the Confidential Information remains confidential, and shall not apply to information which becomes generally known to the public through no fault or action of Employee or others who were under confidentiality obligations as to such information.

Non-Disclosure of Confidential Information. Executive acknowledges and agrees thatNeither the Equity Holder nor the Seller shall, during directly or indirectly, disclose or use at any time any Confidential Information, except to the Term, Executive may have access extent that such disclosure or use is directly related to and become familiar with various trade secrets and other confidential or proprietary information required by the performance of the Company Seller’s duties to the Buyer or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists as required by Law or as otherwise provided hereunder. Each of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, Seller and the particular business requirements of Equity Holder further agrees to take commercially reasonable steps, to the Company’s present extent within their control, to safeguard such Confidential Information and prospective customersto protect it against disclosure, suppliersmisuse, vendorsespionage, consultants loss and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and theft. In the Company’s techniques of doing business, business strategies and standards (including all non-public information of event that the Company, collectively, Equity Holder or the “Confidential Information”). Executive expressly agrees not Seller is required by Law to disclose any Confidential Information, directly or indirectlysuch Party shall promptly notify the Buyer in writing, nor use which notification shall include the nature of the legal requirement and the extent of the required disclosure, and shall cooperate with the Buyer’s reasonable requests to preserve the confidentiality of such Confidential Information consistent with applicable Law. For purposes of this Agreement, “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any wayform or medium, either during that relates to the Term and thereafterBusiness or its distributors, customers, independent contractors or other business relations. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information includes the following as they relate to the Business and, in strict confidenceeach case, to the extent the Business obtains a commercial benefit from the secret nature of such information: internal business information (including information relating to strategic plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods and potential acquisition candidates); (ii) will not disclose any Confidential Information to any person identities of, individual requirements of, and specific contractual arrangements with, the Business’s distributors, customers, independent contractors or other entitybusiness relations and their confidential information; (iii) will not use any Confidential Information to the detriment trade secrets, know-how, compilations of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; data and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All filesanalyses, paperstechniques, systems, formulae, research, records, documentsreports, manuals, documentation, models, data and data bases relating thereto; and inventions, innovations, improvements, developments, methods, designs, analyses, drawings, specificationsand reports. Notwithstanding the foregoing, equipment and similar items relating Confidential Information does not include such information which: (a) at the time of disclosure is publicly available or thereafter becomes publicly available through no act or omission of the Equity Holder or the Seller; (b) is thereafter disclosed or furnished to the business Equity Holder or the Seller by a third party who is not known by such party to have acquired the information under an obligation of confidentiality; or (c) is disclosed by the Company and Confidential Information, whether prepared by Executive Equity Holder or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned Seller (subject to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment compliance with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionapplicable provisions of this Section 5.3.1) under compulsion of applicable Law.

Non-Disclosure of Confidential Information. a. Executive acknowledges that, in and as a result of his employment by the Corporation, he will be making use of, acquiring and/or adding to the Corporation’s Confidential Information (as defined below). As a material inducement to the Corporation to employ Executive and to pay Executive the compensation and benefits set forth in this Agreement, Executive covenants and agrees thatthat he shall not, at any time during or following the Termterm of his employment with the Corporation, Executive may have access to directly or indirectly divulge or disclose for any purposes whatsoever, any Confidential Information that has been obtained by, or disclosed to, him as a result of his employment with the Corporation. For purposes of this Agreement, “Confidential Information” means, collectively, all confidential matters and become familiar with various trade secrets and other confidential or proprietary information materials of the Company or any of its affiliates includingCorporation, but not limited toincluding without limitation, (i) the CompanyCorporation’s existing and contemplated services and productsproprietary information, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product developmentinventions, trade secrets; , knowledge, data, know-how, intellectual property, systems, procedures, manuals, pricing policies, operational methods and information relating to the CompanyCorporation’s techniques of doing businessproducts, processes, formulae, business strategies plans, marketing plans and standards (including strategies, pricing strategies, customer lists, and all non-public information other subject matters pertaining to the business and/or financial affairs of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidenceCorporation; (ii) will not disclose any Confidential Information to any person or other entitythe Corporation’s information regarding plans and strategies for research, development, new products, future business plans, budgets and unpublished financial statements, licenses, prices and costs; (iii) will not use any Confidential Information to information regarding the detriment skills and compensation of other employees of the Company or any of its affiliatesCorporation; and (iv) will information disclosed in confidence to the Corporation by a third party with a duty on the Corporation to maintain the confidentiality of such information. The term “Confidential Information” shall not authorize include any information that (x) has been made available generally to the public either by the Corporation or permit such use or disclosure; and (v) will comply by a third party with the policies and procedures Corporation’s consent, unless such information became available as a result of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared any action by Executive in violation of this Agreement, any other agreement, or otherwise coming into Executive’s possessionhis obligations under law, will at all times remain the exclusive property or (y) has been made available as a result of the Company and a final award, order, or ruling by an arbitration tribunal or a court of competent jurisdiction that has determined that such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionmay be disclosed.

Non-Disclosure of Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any and all of the Company’s (and its subsidiaries' or affiliates') trade secrets, confidential and proprietary information and all other non-public information and data of or about the Company (and its affiliates) and its business, including, without limitation, lists of customers, information pertaining to customers, marketing plans and strategies, information pertaining to suppliers, information pertaining to prospective suppliers, pricing information, engineering and technical information, software codes, cost information, data compilations, research and development information, business plans, financial information, personnel information, information received from third parties that the Company has agreed to keep confidential, and information about prospective customers or prospective products and services, whether or not reduced to writing or other tangible medium of expression, including, without limitation, work product created by Executive acknowledges in rendering services for the Company. During Executive’s employment with the Company and agrees that, during the Termthereafter, Executive may have access will not use or disclose to others any of the Confidential Information, except (a) in the course of Executive’s work for and become familiar on behalf of the Company, (b) with various trade secrets and other confidential or proprietary information the prior written consent of the Company or (c) as required by law or judicial process, provided Executive promptly notifies the Company in writing of any subpoena or other judicial request for disclosure involving confidential information or trade secrets, and cooperates with any effort by the Company to obtain a protective order preserving the confidentiality of the confidential information or trade secrets. Executive agrees that the Company owns the Confidential Information and Executive has no rights, title or interest in any of its affiliates includingthe Confidential Information. Additionally, but not limited to, Executive will abide by the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of policies protecting the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafteras such policies may exist from time to time. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at At the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the CompanyCompany for any reason, Executive will reasonably cooperate with immediately deliver to the Company in completing any and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible all materials (including all copies and electronically stored data) containing any Confidential Information in Executive’s possession, custody or control. Upon termination of Executive’s employment with the Company for any reason, Executive will, if requested by the Company, provide the Company with a signed written statement disclosing whether Executive has returned to the Company all materials (including all copies and electronically stored data) containing any Confidential Information previously in Executive’s possession, custody or control. Executive's confidentiality/non-disclosure obligations under this Agreement continue after the termination of Executive's employment with the Company for any reason. With respect to any particular trade secret information, Executive's confidentiality/non-disclosure obligations shall continue as long as such information constitutes a trade secret under applicable law. With respect to any particular Confidential Information that does not constitute a trade secret, Executive’s confidentiality/non-disclosure obligations shall continue as long as such information remains confidential, and shall not apply to information that becomes generally known to the public through no fault or action of Executive or others who were under confidentiality obligations with respect to such information. Executive acknowledges and agrees that Executive’s obligations under this Section shall survive the expiration or termination of this Agreement and the cessation of Executive’s employment with the Company for whatever reason. Executive further acknowledges and agrees that Executive’s obligations under this Section shall be construed as independent covenants and that no breach of any contractual or legal duty by the Company shall be held sufficient to excuse or terminate Executive's obligations under this Section or to preclude the Company from enforcing this Section.

Non-Disclosure of Confidential Information. Executive acknowledges recognizes that the services Executive performs for the Company and agrees thatits affiliates are special, during unique and extraordinary in that Executive may acquire confidential information, trade secrets or other competitive information concerning the Termoperations of the Company and its affiliates, the use or disclosure of which could cause the Company and its affiliates substantial loss and damages which could not be readily calculated, and for which no remedy at law would be adequate. Accordingly, Executive agrees that Executive will not at any time during Executive’s employment with the Company or any Subsidiary or thereafter, except in performance of Executive’s obligations thereto, disclose, either directly or indirectly, any Confidential Information (as hereinafter defined) that Executive may have access learn by reason of his association with the Company and its affiliates. The term “Confidential Information” shall mean any past, present or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information or other material relating to the business, strategies, services or activities of the Company and become familiar its affiliates, including, without limitation, information with various respect to the Company’s and its affiliates’ operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships (including leases), regulatory status, compensation paid to employees or other terms of employment, and trade secrets secrets, market reports, customer investigations, customer lists and other confidential or similar information that is proprietary information of the Company or any of its affiliates includingaffiliates. Notwithstanding the foregoing, but not limited toExecutive may disclose such Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customersCompany and/or its affiliates, prospective customers and contactsas the case may be, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards or by any administrative body or legislative body (including all non-public information of a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, further, that in the Companyevent that Executive is ordered by any such court or other government agency, collectively, the “Confidential Information”). Executive expressly agrees not administrative body or legislative body to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive shall (i) will maintain promptly notify the Confidential Information in strict confidence; Company of such order, (ii) will not disclose any Confidential Information to any person or other entity; at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur and (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s written request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with seek to obtain, at the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by sole expense of the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionsuch confidential treatment as may be available under applicable laws for any information disclosed under such order.

Non-Disclosure of Confidential Information. Executive acknowledges and agrees that, during the Termperiod of employment, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information of the Company or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”); provided that notwithstanding anything to the contrary “Confidential Information” will exclude any information that is already generally available to the public. Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term period of employment and during the five year period thereafter. Specifically, during the Term period of employment and during the five year period thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the lawful policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possession.

Non-Disclosure of Confidential Information. Executive acknowledges and agrees that, during the Term, that Executive may have will receive access or has received access to and become familiar with various trade secrets and other confidential or proprietary information of the Company or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists trade secrets pertaining to one or more of the Company’s customers, prospective customers and contactsUNFI or their respective affiliates, suppliers, vendors, consultants and employees, methods of obtaining as well as the customers, suppliers, vendorsjoint ventures, consultants licensors, licensees, distributors or other persons and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of entities with whom the Company, collectivelyUNFI or any of their respective affiliates, the “does business ("Confidential Information”"). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use acknowledges that this Confidential Information in any waywas obtained or developed by the Company, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company UNFI or any of its affiliates; (iv) will not authorize or permit such use or disclosure; their respective affiliates at great expense and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared is zealously guarded by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request , UNFI or upon the expiration or termination any of their respective affiliates from unauthorized disclosure and that Executive’s employment. In connection with 's possession of this special knowledge is due solely to Executive’s termination of 's employment with the Company, UNFI or their respective affiliates. In recognition of the foregoing, Executive will reasonably cooperate with not at any time during employment or following termination of employment for any reason, disclose, use or otherwise make available to any third party any Confidential Information relating to the Company in completing Company's, UNFI's or any of their respective affiliate's business, products, services, customers, vendors or suppliers; trade secrets, data, specifications, developments, inventions and signing a termination statement or affidavit in research activity; marketing and sales strategies, information and techniques; long- and short-term plans; existing and prospective client, vendor, supplier and employee lists, contacts and information; financial, personnel and information system information and applications; and any other information concerning the form reasonably proscribed by business of the Company, UNFI or any of their respective affiliates which will contain is not disclosed to the general public or known in the industry, except for disclosure necessary in the course of Executive’s certification that Executive has no tangible 's duties or with the express written consent of the Company or UNFI, as applicable. All Confidential Information, including all copies, notes regarding, and replications of such Confidential Information in will remain the sole property of the Company, UNFI or their respective affiliate, as applicable, and must be returned to the Company, UNFI or such respective affiliate immediately upon termination of Executive’s possession's employment.

Non-Disclosure of Confidential Information. (a) The Executive acknowledges that during his employment with the Company, he has had, and agrees that, during the TermNew Employment will have, Executive may have access to its material intellectual property, trade secrets, proprietary and become familiar with various trade secrets confidential information, including information concerning its services; products; product formulas; business models; marketing; technology; consultants and other confidential or proprietary information of the Company or any of its affiliates includingexperts; customer, but not limited todealer, the Company’s existing vendor and contemplated services and products, documentation, technical partner data, contractsincluding history, usage, pricing, preferences and incentives for each; business plans, records and financial methodsaffairs; business partners; methods of doing business; merchandising concepts, practices strategies and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, ; financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, matters; pricing information; trade secrets; and suppliers, as well as other information, including information learned by him from other employees, contractors or agents of the Company’s techniques Company through inspection of doing businessits premises or financial statements or that relates to its products, services, packaging, designs, business strategies and standards (including all nonplans, business opportunities, customers, dealers, clients, consultants, experts, finances, research, development, know-public how, personnel, litigation, workouts, or third-party confidential information of disclosed to the Executive by the Company, collectively, the together with any material prepared by him that contains or otherwise relates to such information (“Confidential Information”). Executive expressly agrees , provided that such term does not to disclose include any Confidential Information, directly or indirectly, nor use information that would otherwise be Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive that (i) will maintain was publicly known at the Confidential Information in strict confidence; time of its disclosure by the Company to the Executive, (ii) was already in his possession at the time of its disclosure by the Company to him, (iii) was lawfully received by him from a third party without violation of any obligation of confidentiality to the Company, (iv) becomes publicly known without his fault or (v) is approved for his disclosure by written authorization of the Company, (b) The Executive covenants that he will not disclose any Confidential Information and shall refrain from any action or conduct which might reasonably or foreseeably be expected to any person compromise the confidentiality or other entity; (iii) proprietary nature thereof he will not use Confidential Information in a manner that is adverse to the interests of the Company or in any manner whatsoever without its prior written approval in each instance. Nevertheless, the Executive may disclose Confidential Information to the detriment extent required by the subpoena or order of the Company a court or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All filesgovernmental agency, papersbut shall, recordsforthwith upon his receipt thereof, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies provide a copy thereof will be returned to the Company at the Company’s request in order that it may contest it or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing seek a termination statement or affidavit in the form reasonably proscribed protective order. (c) Failure by the Company, which Executive to comply with his covenants set forth in Subsections (a) and (b) of this Section 12 will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionbe a material breach of this Agreement.

Non-Disclosure of Confidential Information. Executive acknowledges recognizes that, as an employee of the Company, 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, Executive covenants and agrees that 4.2.1 during his employment with the Company, during except as necessary in the Termperformance of his duties hereunder, or at any time after the termination of his employment with the Company, Executive may have access shall hold in strictest confidence and shall not, without the prior written consent of the Company, use for his own benefit or that of any third party or disclose to any person or entity, except to the Company or any employees of the Company, any Confidential Information. For purposes of this Agreement, and become familiar with various trade secrets and other confidential or proprietary information of intending that the term shall be broadly construed to include anything protectable by the Company or any of its affiliates includingAffiliates as a trade secret under applicable law, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information” shall mean and include all information, directly or indirectlyand all documents and other tangible items which record information, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information relating to the detriment of operation, development, sale and marketing by the Company or any of its affiliatesAffiliates of services or products from time to time, which at the time or times concerned are protectable by the Company or its Affiliates as a trade secret under applicable law, and which have been or are from time to time disclosed to or known by Executive, including, without limitation, the following especially sensitive types of information relating to the operation, development sale and marketing of services or products by the Company or its Affiliates: 4.2.1.1 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; 4.2.1.2 information concerning the employees (including Executive), including their salaries, bonuses, other compensation, strengths, skills and weaknesses, and the terms of this Agreement; 4.2.1.3 information submitted by the Company’s or its Affiliate’s customer/clients, suppliers, employees, consultants or co-venturers for study, evaluation or use; 4.2.1.4 information relating to the Company’s or its Affiliate’s independent sales offices including their identity, location and amount of their business; 4.2.1.5 any other information not generally known to the public which, if misused or 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 (ivA) will is generally available to the public other than as a result of Executive’s fault or the fault of any other person known by Executive 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 Executive, provided that Executive gives the Company prompt advance written notice of such requirement and cooperates with any attempt by the Company to eliminate, limit or reduce such requirement so as to minimize disclosure or, otherwise protect its rights and interests. 4.2.2 Executive agrees not authorize to remove any property or permit such use or disclosure; and (v) will comply with the policies and procedures information of the Company regarding use or its Affiliates from the Company’s premises, except in discharge of his duties or when otherwise authorized by the Company. Executive (or if Executive 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 disclosure of Confidential Information. All filesExecutive shall, papersupon demand by the Company, promptly return all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cellphones, pagers, materials, documents, plans, records, documentsnotebooks, drawingsdrawings or papers and other personal property belonging to the Company. Upon request by the Company, specificationsExecutive shall certify in writing that all copies of information subject to this Agreement located on Executive’s computers or other electronic storage devices have been permanently deleted; provided, equipment and similar items however, Executive may retain copies of documents relating to the business Company’s employee benefit plans applicable to Executive and income records to the extent necessary for Executive to prepare Executive’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 Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain its Affiliates. 4.2.3 At the exclusive property request of the Company and such items and all copies thereof will be returned made at any time or from time to the Company time hereafter, at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Companyexpense, Executive will (or if Executive 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 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 completing and signing a termination statement any controversy or affidavit in the form reasonably proscribed by legal proceedings involving the Company, which will contain Executive’s certification that Executive has no tangible any of its Affiliates or their employees, agents and representatives with respect to any Confidential Information in Executive’s possessionInformation.

Non-Disclosure of Confidential Information. Executive (i) Employee recognizes and acknowledges and agrees that, that during the Termcourse of his employment, Executive may have access he has been, and will continue to be, in close contact with confidential information pertaining to the business, products, plans and become familiar with various trade secrets affairs of Company that is not readily available to the public, that he has a duty not to disclose any such confidential information to any Person that is not expressly authorized in writing by an executive officer of Company to receive such information, and other confidential or proprietary information that any information: (A) of the Company or any of its affiliates a business nature including, but not limited to, the Company’s existing and contemplated services and productsall trade secrets, documentationcapabilities, technical information, know how, process technology, methods, processes, procedures, policies, data, contractsfiles, business books, records, designs, drawings, computer software, hardware, specifications services, fees, budgets, profits, strategic planning, research and development, marketing, merchandising and financial methodscondition relating to or used in connection with the business of Company; and (B) that pertains to the customers and suppliers of, practices and plansinvestors in, costs Company including, but not limited to, customer lists (including, without limitation, contact names, addresses, telephone numbers and pricingpurchasing and payment history), supplier lists (including, without limitation, contact names, addresses, telephone numbers and purchasing and payment history), investor lists (including, without limitation, contact names, addresses, telephone numbers and investment history) and relations with and development of such customers, suppliers and investors, the management and other details of the Company’s customers, prospective particular needs of such customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements business, affairs, taxes and financial condition of such customers, suppliers and investors (all of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the foregoing being collectively referred to as “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectlyare valuable, nor use Confidential Information in any way, either during the Term special and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; unique assets of Company. (ii) will Employee agrees that he shall keep secret, and not disclose use for the benefit of himself or others without the advance written consent of the Chairman of the Board of Company, any and all Confidential Information learned or acquired by Employee at any time whatsoever. Notwithstanding the foregoing, this Section 5(c) shall not apply to any person or other entity; (iii) will not use any such Confidential Information that: (A) becomes generally available to the detriment public through no fault of the Company Employee; or any of its affiliates; (ivB) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All filesEmployee is required, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed opinion of legal counsel, to disclose by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionlaw.

Non-Disclosure of Confidential Information. Executive acknowledges and agrees that, during the Termperiod of employment, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information of the Company or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”); provided that notwithstanding anything to the contrary "Confidential Information" will exclude any information that is already generally available to the public. Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term period of employment and during the five year period thereafter. Specifically, during the Term period of employment and during the five year period thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the lawful policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possession.

Non-Disclosure of Confidential Information. (a) Executive acknowledges and agrees thatwill not, during the Term, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information at any time following expiration or termination of the Company or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Informationthis Agreement, directly or indirectly, nor use Confidential Information disclose or permit to be disclosed, other than as is required In the regular and proper course of the performance of her duties hereunder (including required disclosures to the Company's auditors, advisors and consultants and gaming regulators) or as is required by law and their professional responsibilities as a lawyer (in any waywhich case Executive will give the Company prior written notice of such required disclosure as soon as possible and will make the most minimal disclosure required), either during or with the Term and thereafter. Specificallyprior written consent of the Company, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person person, firm, corporation or other entity; (iii) will not use , any Confidential Information confidential information acquired by Executive during the course of, or as an incident to, Executive’s employment with the Company Group, relating to the detriment Company Group, any client of the Company Group, or any of its affiliates; (iv) will not authorize corporation, partnership or permit such use other entity owned or disclosure; and (v) will comply with the policies and procedures controlled, directly or indirectly, by any of the Company regarding use foregoing, or in which any of the foregoing has a beneficial interest, including the business affairs of each of the foregoing. Such confidential information shall include proprietary technology, trade secrets, patented processes, research and disclosure development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, the substance of Confidential Informationagreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists, patron data and any other documents embodying such confidential information. These confidentiality obligations shall not apply to any confidential information which becomes publicly available. (b) All files, papers, records, documents, drawings, specifications, equipment information and similar items documents relating to the Company Group as hereinabove described (or other business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, affairs) will at all times remain be the exclusive property of the Company Group, and such items and all copies thereof Executive will be returned use Executive’s best efforts to the Company at the Company’s request prevent any publication or upon the expiration or disclosure thereof. Upon termination of Executive’s employment. In connection with Executive’s termination of 's employment with the Company, Executive will reasonably cooperate with the Company all documents, records, reports, writings, and other similar documents containing confidential information, including copies thereof, then in completing and signing a termination statement Executive's possession or affidavit in the form reasonably proscribed by control shall be returned to the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possession.

Non-Disclosure of Confidential Information. (a) Executive acknowledges and agrees thatwill not, during the Term, Executive may have access to and become familiar with various trade secrets and other confidential or proprietary information at any time following expiration or termination of the Company or any of its affiliates including, but not limited to, the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Informationthis Agreement, directly or indirectly, nor use Confidential Information disclose or permit to be disclosed, other than as is required In the regular and proper course of the performance of her duties hereunder (including required disclosures to the Company's auditors, advisors and consultants and gaming regulators) or as is required by law and their professional responsibilities as a lawyer (in any waywhich case Executive will give the Company prior written notice of such required disclosure as soon as possible and will make the most minimal disclosure required), either during or with the Term and thereafter. Specificallyprior written consent of the Company, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person person, firm, corporation or other entity; (iii) will not use , any Confidential Information confidential information acquired by Executive during the course of, or as an incident to, Executive’s employment with the Company Group, relating to the detriment Company Group, any client of the Company Group, or any of its affiliates; (iv) will not authorize corporation, partnership or permit such use other entity owned or disclosure; and (v) will comply with the policies and procedures controlled, directly or indirectly, by any of the Company regarding use foregoing, or in which any of the foregoing has a beneficial interest, including the business affairs of each of the foregoing. Such confidential information shall include proprietary technology, trade secrets, patented processes, research and disclosure development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, the substance of Confidential Informationagreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, customer lists, patron data and any other documents embodying such confidential information. These confidentiality obligations shall not apply to any confidential information which becomes publicly available. (b) All files, papers, records, documents, drawings, specifications, equipment information and similar items documents relating to the Company Group as hereinabove described (or other business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, affairs) will at all times remain be the exclusive property of the Company Group, and such items and all copies thereof Executive will be returned use Executive’s best efforts to the Company at the Company’s request prevent any publication or upon the expiration or disclosure thereof. Upon termination of Executive’s employment. In connection with Executive’s termination of 's employment with the Company, Executive will reasonably cooperate with the Company all documents, records, reports, writings, and other similar documents containing confidential information, including copies thereof, then in completing and signing a termination statement Executive's possession or affidavit in the form reasonably proscribed by control shall be returned to the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possession.

Non-Disclosure of Confidential Information. a. Executive acknowledges that, in and as a result of his employment by the Corporation, he will be making use of, acquiring and/or adding to the Corporation's Confidential Information (as hereinafter defined). As a material inducement to the Corporation to employ Executive and to pay Executive the compensation and benefits set forth in this Agreement, Executive covenants and agrees thatthat he shall not, at any time during or following the Termterm of his employment with the Corporation, Executive may have access to directly or indirectly divulge or disclose for any purposes whatsoever, any Confidential Information that has been obtained by, or disclosed to, him as a result of his employment with the Corporation. For purposes of this Agreement, "Confidential Information" means, collectively, all confidential matters and become familiar with various trade secrets and other confidential or proprietary information materials of the Company or any of its affiliates includingCorporation, but not limited toincluding without limitation, (i) the Company’s existing and contemplated services and productsCorporation's proprietary information, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product developmentinventions, trade secrets; , knowledge, data, know-how, intellectual property, systems, procedures, manuals, pricing policies, operational methods and information relating to the Company’s techniques of doing businessCorporation's products, processes, formulae, business strategies plans, marketing plans and standards (including strategies, pricing strategies, customer lists, and all non-public information other subject matters pertaining to the business and/or financial affairs of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidenceCorporation; (ii) will not disclose any Confidential Information to any person or other entitythe Corporation's information regarding plans and strategies for research, development, new products, future business plans, budgets and unpublished financial statements, licenses, prices and costs; (iii) will not use any Confidential Information to information regarding the detriment skills and compensation of other employees of the Company or any of its affiliatesCorporation; and (iv) will information disclosed in confidence to the Corporation by a third party with a duty on the Corporation to maintain the confidentiality of such information. The term "Confidential Information" shall not authorize include any information that (x) has been made available generally to the public either by the Corporation or permit such use or disclosure; and (v) will comply by a third party with the policies and procedures Corporation's consent, unless such information became available as a result of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared any action by Executive in violation of this Agreement, any other agreement, or otherwise coming into Executive’s possessionhis obligations under law, will at all times remain the exclusive property or (y) has been made available as a result of the Company and a final award, order, or ruling by an arbitration tribunal or a court of competent jurisdiction that has determined that such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionmay be disclosed.

Non-Disclosure of Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any and all of the Company’s (and its subsidiaries' or affiliates') trade secrets, confidential and proprietary information and all other non-public information and data of or about the Company (and its affiliates) and its business, including, without limitation, lists of customers, information pertaining to customers, marketing plans and strategies, information pertaining to suppliers, information pertaining to prospective suppliers, pricing information, engineering and technical information, software codes, cost information, data compilations, research and development information, business plans, financial information, personnel information, information received from third parties that the Company has agreed to keep confidential, and information about prospective customers or prospective products and services, whether or not reduced to writing or other tangible medium of expression, including, without limitation, work product created by Executive acknowledges in rendering services for the Company. During Executive’s employment with the Company and agrees that, during the Termthereafter, Executive may have access will not use or disclose to others any of the Confidential Information, except (a) in the course of Executive’s work for and become familiar on behalf of the Company, (b) with various trade secrets and other confidential or proprietary information the prior written consent of the Company or (c) as required by law or judicial process, provided Executive promptly notifies the Company in writing of any subpoena or other judicial request for disclosure involving confidential information or trade secrets, and cooperates with any effort by the Company to obtain a protective order preserving the confidentiality of the confidential information or trade secrets. Executive agrees that the Company owns the Confidential Information and Executive has no rights, title or interest in any of its affiliates includingthe Confidential Information. Additionally, but not limited to, Executive will abide by the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of policies protecting the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafteras such policies may exist from time to time. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at At the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the CompanyCompany for any reason, Executive will reasonably cooperate with immediately deliver to the Company in completing any and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible all materials (including all copies and electronically stored data) containing any Confidential Information in Executive’s possession, custody or control. Upon termination of Executive’s employment with the Company for any reason, Executive will, if requested by the Company, provide the Company with a signed written statement disclosing whether Executive has returned to the Company all materials (including all copies and electronically stored data) containing any Confidential Information previously in Executive’s possession, custody or control. Executive's confidentiality/non-disclosure obligations under this Agreement continue after the termination of Executive's employment with the Company for any reason. With respect to any particular trade secret information, Executive's confidentiality/non-disclosure obligations shall continue as long as such information constitutes a trade secret under applicable law. With respect to any particular Confidential Information that does not constitute a trade secret, Executive’s confidentiality/non-disclosure obligations shall continue as long as such information remains confidential, and shall not apply to information that becomes generally known to the public through no fault or action of Executive or others who were under confidentiality obligations with respect to such information. Executive acknowledges and agrees that her obligations under this Section shall survive the expiration or termination of this Agreement and the cessation of her employment with the Company for whatever reason. Executive further acknowledges and agrees that her obligations under this Section shall be construed as independent covenants and that no breach of any contractual or legal duty by the Company shall be held sufficient to excuse or terminate Executive's obligations under this Section or to preclude the Company from enforcing this Section.

Non-Disclosure of Confidential Information. Executive acknowledges Consultant shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company, its parent or any of its subsidiaries (each, an “Affiliate”), except (i) while providing Services to the Company, in the business of and agrees thatfor the benefit of the Company, during or (ii) as required by law, provided, however, that if Consultant receives a subpoena to produce any Confidential Information, Consultant will notify the TermCompany promptly so that the Company can seek a protective order, Executive may have access if desired. For purposes of this Section 6, “Confidential Information” shall mean information: (A) disclosed to or known by Consultant as a consequence of or through his engagement with the Company or any Affiliate; (B) not publicly available or not generally known outside the Company or any Affiliate; and become familiar with various trade secrets and other confidential or proprietary information (C) that relates to the business and/or development of the Company or any Affiliate. Any information that does not meet each of its affiliates includingthe criteria listed above (in subsections (A) - (C)), other than by Consultant's breach of the terms hereof, shall not constitute Confidential Information. By way of example, Confidential Information shall include but not be limited to, to the Company’s existing and contemplated services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including following: all non-public information or trade secrets of the Company, collectivelyor any Affiliate that gives the Company or any Affiliate a competitive business advantage or the opportunity of obtaining such advantage, the “Confidential Information”). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information disclosure of which might be detrimental to the detriment interests of the Company or any of its Affiliate; information regarding the Company's or any Affiliate's business operations, such as financial and sales data (including budgets, forecasts, and historical financial data), operational information, plans, and strategies; business and marketing strategies and plans for various products and services; rate and regulatory strategy and plans; information regarding suppliers, consultants, employees, and contractors; technical information concerning products, equipment, services, and processes; procurement procedures; pricing and pricing techniques; information concerning past, current and prospective customers, investors, and business affiliates; (iv) will not authorize plans or permit such use strategies for expansion or disclosureacquisitions; budgets; research; trading methodologies and terms; communications information; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and the Company's or any Affiliate's files, physical or electronic documents, equipment, and proprietary data or material in whatever form including all copies of all such materials. By way of clarification (v) will comply but not limitation), information that Consultant conceived or developed during his engagement with the policies and procedures Company or an Affiliate or learned from other employees or contractors of the Company regarding use and disclosure or an Affiliate that meets the definition of Confidential InformationInformation shall be treated as such. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to Consultant acknowledges that the business Confidential Information of the Company is valuable, special and Confidential Informationunique to its business and is information on which such business depends, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned is proprietary to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with and that the Company in completing wishes to protect such Confidential Information by keeping it secret and signing a termination statement or affidavit in confidential for the form sole use and benefit of the Company. Consultant will take all commercially reasonable steps necessary and reasonably proscribed requested by the management of the Company, which will contain Executive’s certification to ensure that Executive has no tangible all such Confidential Information in Executive’s possessionis kept secret and confidential for the sole use and benefit of the Company.

Non-Disclosure of Confidential Information. (a) Without prejudice to the Executive's duties implied by law into the Appointment, the Executive acknowledges and hereby agrees that, that both during the Termcontinuance of his employment by the Company and at all times thereafter he shall not (except in the proper course of carrying out his duties hereunder or as required by law or any government authority or with the prior written consent of the Board) use, Executive may have access copy, divulge or communicate or cause or procure to and become familiar with various be used by or copied, divulged or communicated to any person, firm, company or organisation any trade secrets and other or confidential or proprietary information of the Company or any of its affiliates including, including (but not limited to, to):- any preferential prices or other preferential terms of supply negotiated or being negotiated between the Company and any supplier of the raw materials used in the Company’s existing and contemplated services and 's products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists ; 1. the methods of manufacture of any of the Company’s customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data 's products; 2. any innovation in or improvement to any of the Company’s present and prospective 's products; 3. the Company's marketing strategies; 4. the Company's opportunities for carrying out business with actual or potential customers, suppliers, vendors, consultants and employees, and ; 5. the particular business requirements of any actual or potential customer for the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets's products; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”)and 6. Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person preferential prices or other entity; (iii) will not use any Confidential Information to the detriment preferential terms of the Company supply negotiated or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of being negotiated between the Company and Confidential Informationany actual or potential customer, which he shall have received or obtained during the continuance of his employment by the Company. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain otherwise than through the fault of the Executive. (b) All notes, minutes, memoranda, correspondence, accounts, reports, lists or other documents or items concerning any of the matters referred to in sub-clause 11(a) above or any summaries, copies or reproductions thereof (whether prepared or not made by the Executive and whether stored in human readable or otherwise coming into Executive’s possession, will at all times machine readable form) shall remain the exclusive property of the Company and such items and all copies thereof will shall be returned delivered up to the Company at forthwith by the Company’s request or upon Executive on the expiration or termination of Executive’s employment. In connection his employment hereunder together with Executive’s termination all and any other property of employment with the Company, Executive will reasonably cooperate with the Company then in completing and signing a termination statement his possession, custody, power or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessioncontrol.

Non-Disclosure of Confidential Information. Executive acknowledges agrees and agrees thatcovenants that (except as may be expressly authorized by the Company) he shall not disclose, during discuss, publish or in any manner communicate, whether directly or indirectly: (i) any “Confidential Information” about or relating to the TermCompany, Executive may have access including but not limited to and become familiar with various trade secrets and other any confidential or proprietary information Executive learned of the Company or any received during or as a result of its affiliates including, but not limited to, Executive’s employment with the Company’s existing and contemplated services and products; and/or (ii) any personal, documentationprivate, technical datanon-public, contracts, business and financial methods, practices and plans, costs and pricing, lists and/or confidential information concerning or relating to any of the Company’s customersofficers, prospective customers and contactsdirectors, suppliersagents, vendorsmanagers, consultants and employees, methods of obtaining customersclients, suppliersthe Released Parties, vendors, consultants and employees, financial and operational data of and/or the Company’s present other business relationships. Executive will not directly or indirectly cause or direct others to take any actions or make any statements that violate this provision. Confidential Information shall mean information, material and prospective customers, suppliers, vendors, consultants and employees, and trade secrets maintained or received by the particular business requirements Company (including any of the Company’s present and prospective customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”Released Parties). Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and thereafter. Specifically, during the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the detriment of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request not owned or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed developed by the Company, which will contain Executive has obtained knowledge of or access to through or as a result of the services rendered in relation to Executive’s certification that Executive has no tangible Confidential Information employment with the Company. Without in any way limiting the confidentiality restrictions above (or as otherwise apply under the Illinois Trade Secrets Act, and/or Executive’s possessionexisting contractual confidentiality obligations), “Confidential Information” shall include (but not be limited to) the following types of information, whether or not reduced to writing or still in development: client data, formulae, processes, research and development, marketing or promotional information and the methods thereof, trade secrets including any intellectual property, trademarks, copyrights and patents, whether registered or unregistered, software, work product, the methods of business operation of the Company, the names and contact information of its clients and customers, business and operational documentation, diagrams, flow charts, research, economic and financial analyses, processes, procedures, “know how,” marketing techniques and material, marketing and business development plans, customer profiles and historical data, and/or any other information provided to the Company pursuant to any agreement relating to confidentiality or non-disclosure of a customer’s proprietary or otherwise confidential information, and/or other non-public information relating to the Company, its markets, customers, Executives, pricing, financial information, and other business materials and efforts.

Non-Disclosure of Confidential Information. Executive acknowledges and agrees that, during the Term, Executive may have access to and become familiar with various trade secrets and other confidential or and proprietary information of the Company or any of and its affiliates Subsidiaries including, but not limited to, the Company’s existing and contemplated its Subsidiaries’ services and products, documentation, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s and its Subsidiaries’ customers, prospective customers and contacts, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, vendors, consultants and employees, financial and operational data of the Company’s present and prospective its Subsidiaries’ customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective its Subsidiaries’ customers, suppliers, vendors, consultants and employees, marketing and sales literature, records, software, diagrams, source code, object code, product development, trade secrets; , and the Company’s techniques and its Affiliates’ methods of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”). Confidential Information shall not include any information which is or becomes generally available in the public domain or in the Company’s industry through no willful action of the Executive. Executive expressly agrees not to disclose any Confidential Information, directly or indirectly, nor use Confidential Information in any way, either during the Term and or at any time thereafter, except as required in the course of Executive’s employment with the Company. Specifically, during During the Term and thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not use any Confidential Information to the material detriment of the Company or any of its affiliatesSubsidiaries; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of the Company and its Subsidiaries regarding use and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company or its Subsidiaries and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination If Executive becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process), or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Executive may furnish that portion of employment with the CompanyConfidential Information that Executive is legally compelled or is otherwise required to disclose; provided, however, that Executive will reasonably cooperate with shall provide the Company in completing and signing a termination statement with prompt notice of such request so that it may seek an appropriate protective order or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible Confidential Information in Executive’s possessionother appropriate remedy.

Non-Disclosure of Confidential Information. Executive acknowledges and agrees that, during (i) During the Termcourse of Executive’s employment with the Company, Executive may will have access to Confidential Information. For purposes of this Agreement, “Confidential Information” means all non-public, proprietary data, information, lists, 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 become familiar with various trade secrets strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium, including without limitation work product created by Executive in rendering services for the Company) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates Affiliates (or any of their respective predecessors, successors or permitted assigns), including, but not limited towithout limitation, the Company’s existing any such information relating to or concerning finances, sales, marketing, advertising, transition and contemplated services and productsbusiness plans or strategies, documentationpromotions, technical data, contracts, business and financial methods, practices and plans, costs and pricing, lists of the Company’s customerscosts, prospective customers and contactspersonnel, suppliers, vendors, consultants and employees, methods of obtaining customers, suppliers, distributors, vendors, consultants and employeespartners and/or competitors, financial and operational data of the Company’s present and as well as prospective sales, personnel, customers, suppliers, vendors, consultants and employees, and the particular business requirements of the Company’s present and prospective customers, suppliersdistributors, vendors, consultants partners and/or competitors; information from third parties that the Company agreed or is otherwise legally obligated to keep confidential; research and employeesdevelopment information, marketing engineering and sales literaturetechnical information, recordssoftware codes, software, diagrams, source code, object code, product development, trade secrets; and the Company’s techniques of doing business, business strategies and standards (including all non-public information of the Company, collectively, the “Confidential Information”)Inventions as defined below. Executive expressly agrees not to disclose any Confidential Informationthat Executive shall not, directly or indirectly, nor use Confidential Information use, make available, sell, disclose or otherwise communicate to any person, other than in any waythe course of Executive’s assigned duties and for the benefit of the Company, either during the Term and thereafter. Specifically, during the Term and period of Executive’s employment or at any time thereafter, Executive (i) will maintain the Confidential Information in strict confidence; (ii) will not disclose any Confidential Information to any person or other entity; (iii) will not confidential or proprietary information received from third parties subject to a duty on the Company’s and its Affiliates’ part to maintain the confidentiality of such information, and to use any Confidential Information to such information only for certain limited purposes strictly for the detriment benefit of the Company or any of its affiliates; (iv) will not authorize or permit such use or disclosure; and (v) will comply with the policies and procedures of Affiliates. Executive further agrees that the Company regarding use owns the Confidential Information and disclosure of Confidential Information. All files, papers, records, documents, drawings, specifications, equipment and similar items relating to the business of the Company and Confidential Information, whether prepared by Executive or otherwise coming into Executive’s possession, will at all times remain the exclusive property of the Company and such items and all copies thereof will be returned to the Company at the Company’s request or upon the expiration or termination of Executive’s employment. In connection with Executive’s termination of employment with the Company, Executive will reasonably cooperate with the Company in completing and signing a termination statement or affidavit in the form reasonably proscribed by the Company, which will contain Executive’s certification that Executive has no tangible rights, title, or interest in any of the Confidential Information in Executive’s possessionInformation.