Common use of Non-Disclosure Clause in Contracts

Non-Disclosure. The Executive shall, during the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customers.

Non-Disclosure. The Executive shall, during (a) In view of the Term fact that your work for the Company will bring you into close contact with many confidential affairs of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, Company not disclose, publish or otherwise make readily available to the public or public, as well as plans for future developments, you agree during your employment with the Company and thereafter: (i) to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes keep secret and records of the Executive relating thereto, and all copies or facsimiles thereof retain in the possession of the Executive, are the exclusive property strictest confidence all proprietary or confidential matters or trade secrets of the Company or Thomsonany of its subsidiaries and affiliates (which information will be deemed confidential notwithstanding any prior unauthorized disclosures), as including, but not limited to, data, know-how, formulae, practices, processes, methodologies, designs, sketches, photographs, plans, drawings, specifications, samples, reports, member or customer lists, price lists, business strategies or arrangements, studies, findings, inventions, ideas, software, source code, business plans and other technical, business or financial information relating to the case may beCompany’s business, whether existing on the date hereof or hereafter (such material collectively, “Restricted Material”), and not to disclose such Restricted Material except with the Executive agrees Company’s permission to return such material third parties as may be necessary in the furtherance of the Company’s interests and in the discharge of your duties; and (ii) to deliver promptly to the Company promptly upon the termination of the Executive's your employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with or at any other time as the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitationmay so request, all information concerning trade secrets documents (and the products or projects of the Company or Thomson and/or any improvements thereinall copies thereof), all sales and financial information concerning the Company or Thomsonin whatever form, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomsoncontaining Restricted Material, and all information in any way concerning the productsproperty associated therewith, projects, activities, business which you may then possess or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as suchhave under your control; provided, however, that the term "confidential material" Restricted Material shall not include information which (a) becomes generally available be subject to the public other than as a result confidentiality restrictions of a disclosure by this Section 5 where you can show that such information is, at the Executivetime of disclosure, generally known to the public. (b) was available In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose any Restricted Material, you agree to provide the Executive on a non-confidential basis prior to his employment Company with prompt notice of such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy and/or waive your compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Company or grants a waiver hereunder, you may furnish that portion (and only that portion) of the Restricted Material which you are legally compelled to disclose and will exercise your reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any Restricted Material so furnished. (c) becomes available Nothing in this Section 5 shall be construed as granting or implying any right to you under any patent or unpatented intellectual property right of the Executive on a non-confidential basis from a source other than the Company Company, or Thomson or your right to use any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersinvention covered thereby.

Non-Disclosure. The Executive shall(a) Except as the Company or SGE may permit or direct in writing, during the Term term of this Agreement and at all times thereafter, treat as confidential and, except as required the Employee agrees that he will not disclose to any person or entity any Confidential Information (defined in Section 7.1.1(b) below which he may have obtained while in the performance employ of his duties the Company, relating to any customers, customer lists, methods, distribution, sales, prices, profits, costs, contracts, inventories, suppliers, dealers, distributors, business prospects, business methods, manufacturing ideas, formulas, plans or techniques, research, trade secrets, or know-how of the SGE Group. Nothing contained in this Agreement shall limit the Employee’s ability to respond to a lawful subpoena; to make a report to or cooperate with any government agency, including without limitation the ability to participate in an investigation, provide information, and responsibilities under recover any remuneration awarded for doing so; and to comply with any other legal obligations. (b) For purposes of this Agreement, not disclose“Confidential Information” means all information of a confidential or proprietary nature regarding SGE, publish or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomsonany of SGE’s subsidiaries (the “SGE Group”), as their respective business or properties that the case may beSGE Group has furnished or furnishes to Employee, and whether before or after the Executive agrees date of this Agreement, or is or becomes available to return such material to the Company promptly upon the termination Employee by virtue of the Executive's Employee’s employment with the Company. For the purposes hereof, whether tangible or intangible, and in whatever form or medium provided, as well as all such information generated by Employee that, in each case, has not been published or disclosed to, and is not otherwise known to, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, includingpublic. Confidential Information includes, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research customer requirements and development or marketing plans for any such products or projects, all information concerning technical dataspecifications, designs, patternsfinancial data, formulaesales figures, costs and pricing figures, marketing and other business plans, product development, marketing concepts, personnel matters (including employee skills and compensation), drawings, specifications, instructions, methods, processes, techniques, computer programssoftware or data of any sort developed or compiled by the SGE Group, source codeformulae or any other information relating to the SGE’s services, object codeproducts, algorithms sales, technology, research data, software and subroutines all other know-how, trade secrets or proprietary information, or any copies, elaborations, modifications and adaptations thereof. For the avoidance of doubt, Employee acknowledges and agrees that Confidential Information protected under this Agreement includes information regarding pay, bonuses, benefits and perquisites offered to or received by employees of the Company or ThomsonCompany, as well as non-public information regarding the unique and all information in any way concerning the products, projects, activities, business or affairs special skills of customers of the Company or Thomson which is furnished specific employees and how such skills are valuable and integral to the Executive by Company’s operations. Notwithstanding the Company or Thomson or any of their respective employees (current or former)foregoing, agents or customers, as such; provided, however, that the term "confidential material" Confidential Information shall not include any information which (ai) becomes that is generally available known to the industry or the public other than as a result of a disclosure by the Executive, Employee’s breach of this covenant; (bii) was that is made available to the Executive on Employee by a non-confidential basis prior to his employment with the Company third party without that party’s breach of any confidentiality obligation; or (ciii) becomes available which was developed by Employee outside or independent of Employee’s performance of Employee’s obligation to render services on behalf of the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersCompany.

Non-Disclosure. The Executive shallhereby agrees that, during the Term term of this Agreement his employment by the Company and after any termination of his employment with the Company for any reason, he will: (i) maintain the confidentiality of all Confidential Information (as defined below) and not mechanically copy or otherwise reproduce, publish, sell, use, make any commercial use of, disclose, demonstrate or make possible the reverse engineering and/or reverse compilation of any Confidential Information of the Company or any of its Affiliates, to any person or entity (other than the Company or any of its Affiliates or designees), except (A) at the request of or with the authorization of the Company, (B) to the extent he has been advised by counsel that to do so is necessary to comply with the law or the valid final order of a court or governmental agency of competent jurisdiction (after giving reasonable advance notice to the Company of any such contemplated disclosure so as to provide the Company with an opportunity to contest any such disclosure), and (C) in order to properly carry out Executive’s duties to the Company hereunder in the normal course of business; and (ii) assign, and hereby does assign, to the Company any and all rights which Executive might otherwise claim in and to any Confidential Information and to all granted or applications for letters patent or copyrights therefor in all countries where the business of the Company is carried on or conducted by the Company or any entity directly or indirectly controlled by the Company (collectively with the Company, the “Company Group”), and shall promptly deliver to the Company such written instruments and cooperate and do such other acts as may be reasonably necessary to preserve the Company’s rights in and to the Confidential Information. Executive further agrees and acknowledges that such Confidential Information, as between the Company and Executive, shall be deemed and at all times thereafter, treat as confidential and, except as required in the performance of his duties remain and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are constitute the exclusive property of the Company Company, whether or Thomson, as not patentable or copyrightable. In the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the event Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's ’s employment with the Company in terminates for any way concerning reason, Executive shall, upon request by the productsCompany, projects, activities, business or affairs promptly return to the Company all property of the Company and its Affiliates in his possession or Thomson under his direct or the customers, suppliers, licensors, licensees or partners of the Company or Thomsonindirect control, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, Confidential Information and all information equipment and materials in any way concerning the productspaper, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson electronic or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersform.

Non-Disclosure. Executive recognizes and agrees that he will have access to confidential information of a special or unique value concerning the Company Group (“Confidential Information”). Confidential Information refers to any and all confidential or proprietary information, which was obtained from the Company Group, or which was learned, discovered, developed, conceived, originated or prepared by Executive in the scope of his employment. Executive also recognizes that a portion of the business of the Company Group is dependent on trade secrets (“Trade Secrets”). Confidential Information and Trade Secrets include, but are not limited to, any information, whether tangible or intangible and in whatever medium, relating directly or indirectly to any proposed or existing business systems, strategies and models, proposed acquisitions, joint ventures or other strategic transactions, pricing strategies, technical data or know-how, finances, research, development, clients, customers, prospective clients and customers, contractual relationships, markets, marketing or business plans, manufacturing, personnel, products, services, formulas, inventions, processes, formulations, extracts, techniques, equipment, methods, designs, and drawings or engineering concepts of the Company and its affiliates, whether created, produced, manufactured, discovered, licensed, utilized, under development or otherwise obtained by the Company and its affiliates through contractual or other relationships, as well as all information generated by the Company and its affiliates that contains, reflects, or is derived from such information, which contains or otherwise reflects or is generated from such information and any other information which is identified as confidential by the Company or its affiliates. Executive acknowledges and agrees that the Confidential Information and Trade Secrets the Company is providing Executive under this Agreement is new Confidential Information and Trade Secrets to which Executive did not have access or knowledge of prior to signing this Agreement. The protection of this new Confidential Information and Trade Secrets, as well as past Confidential Information and Trade Secrets that became known to Executive shallduring employment with the Company up to the Effective Date, against unauthorized disclosure or use is of critical importance to the Company Group. Accordingly, Executive agrees that he will maintain in confidence and shall not disclose or use, either during or after the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish any past or otherwise make available to the public new Confidential Information or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material Trade Secrets belonging to the Company promptly upon Group, whether or not in written form, except to the termination extent required to perform his duties on behalf of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customers.

Non-Disclosure. (a) The Executive shallEmployee acknowledges that, during because of his duties and his position of trust under this Agreement, the Term Employee will become familiar with trade secrets (including, but not limited to, marketing objectives and strategies, financial reporting, management systems, recipes, procedures, business methods, processes and financial information) and other confidential information (including, but not limited to, operating methods and procedures, secret lists of this Agreement actual and at all times thereafterpotential sources of supply, treat customers and employees, costs, profits, markets, sales and plans for future developments) (the trade secrets and other confidential information being referred to herein as confidential and, except as required "business information") which are valuable assets and property rights of the Corporation and not publicly known. Except in connection with the performance of his duties for the Corporation, the Employee agrees that he will not during or at any time after the Term and responsibilities under this Agreementafter the termination hereof, not either directly or indirectly, individually or jointly with others, for the benefit of Employee or any third party, publish, disclose, publish use, or otherwise make available authorize anyone else to publish, disclose, or use, any business information or any information relating to any aspect of the business or operations of the Corporation, including, but not limited to any secret or business information relating to the public business, customers, trade or to industrial practices, trade secrets, technology, recipes or know-how of the Corporation or any individualfacts concerning the systems, firm methods, procedures or corporation any confidential material (as hereinafter defined)plans developed or used by the Corporation and its subsidiaries and affiliates. The Executive Employee agrees to retain all such business information in a fiduciary capacity for the sole benefit of the Corporation, its successors and assigns. Upon termination of his employment by the Corporation or at any time that the Corporation may so request the Employee will surrender to the Corporation all confidential non-public papers, notes, reports and other documents (and all copies thereof) relating to the business of the Corporation which he may then possess or have under his control. (b) To the extent that Employee has generated or will generate during the course of his employment works of authorship (which shall be deemed to be "works for hire"), copyrightable material, together with all notes and records inventions, trademarks, trade dress or other intellectual property (hereinafter collectively referred to as "Intellectual Property"), such Intellectual Properly shall be the property of the Executive relating theretoCorporation. In the event that the "works for hire" doctrine is found inapplicable, all such Intellectual Properly, and all copies rights therein, will be and are hereby deed to be, assigned and transferred by this Agreement to the Corporation, its successors and assigns. The Corporation, its successor and assigns, will have the exclusive right to obtain copyright patent and/or trademark registrations or facsimiles thereof in the possession other protection of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, Intellectual Property (including without limitation, maintaining such Intellectual Property as trade secrets) in the Corporation's own name, or in the names of the Corporation's successors or assigns, as inventor, author and/or owner and to secure any renewals and extension of such protection throughout the world. If the Corporation chooses to maintain any part or all information concerning of the Intellectual Property as a trade secrets secrets, the Corporation shall so inform the Employee and the Employee shall maintain such Intellectual Property as confidential to the extent required by this paragraph. The Employee further agrees as follows: (i) The Employee hereby acknowledges that he retain no rights whatsoever with respect to the aforementioned Intellectual Property, including but no limited to, any rights to reproduce such Intellectual Property, or to make, have made, use and/or sell products based upon the Intellectual Property, or projects otherwise to prepare derivatives thereof, to file patent, copyright or trademark applications with respect thereto, to distribute copies of any Intellectual Property in any manner whatsoever, to exhibit, use or display any such Intellectual Property publicly or otherwise, or to license or assign to any third party the right to do any of the Company or Thomson and/or foregoing; and (ii) The Employee will without further remuneration (except for out-of-pocket) expenses, execute and deliver any improvements therein, all sales documents and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for give any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive assistance as may be reasonably requested by the Company Corporation to effect the ownership rights as provided in this Agreement or Thomson or any otherwise to further the purposes of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersthis paragraph.

Non-Disclosure. The Executive shall(a) Employee acknowledges that, because of his duties and his position of trust under this Agreement, Employee will become familiar with trade secrets (including, but not limited to, marketing objectives and strategies, financial reporting, management systems, recipes, procedures, business methods, processes and financial information) and other confidential information (including, but not limited to, operating methods and procedures, secret lists of actual and potential sources of supply, customers and employees, costs, profits, markets, sales and plans for future developments) (the trade secrets and other confidential information being referred to herein as "Business Information") which are valuable assets and property rights of the Corporation and not publicly known. Except in connection with the performance of his duties for the Corporation, Employee agrees that he will not during the Term term of this Agreement and at all times thereafterany time after for a period of ten (10) years after the termination hereof, treat as confidential andeither directly or indirectly, except as required in individually or jointly with others, for the performance benefit of his duties and responsibilities under this AgreementEmployee or any third party, not publish, disclose, publish use, or otherwise make available authorize anyone else to publish, disclose, or use, any Business Information or any information relating to any aspect of the business or operations of the Corporation, including, but not limited to any secret or Business Information relating to the public business, customers, trade or to industrial practices, trade secrets, technology, recipes or know-how of the Corporation or any individualfacts concerning the systems, firm methods, procedures or corporation any confidential material plans developed or used by the Corporation and its subsidiaries and Affiliates (as hereinafter defined). The Executive Employee agrees to retain all such Business Information in a fiduciary capacity for the sole benefit of the Corporation, its successors and assigns. Upon termination of his employment by the Corporation or at any time that the Corporation may so request Employee will surrender to the Corporation all confidential non-public papers, notes, reports and other documents (and all copies thereof) relating to the business of the Corporation which he may then possess or have under his control. (b) To the extent that Employee has generated or will generate during the course of his employment works of authorship (which shall be deemed to be "works for hire"), copyrightable material, together with all notes and records inventions, trademarks, trade dress or other intellectual property (hereinafter collectively referred to as "Intellectual Property"), such Intellectual Properly shall be the property of the Executive relating theretoCorporation. In the event that the "works for hire" doctrine is found inapplicable, all such Intellectual Properly, and all copies rights therein, will be and are hereby deed to be, assigned and transferred by this Agreement to the Corporation, its successors and assigns. The Corporation, its successor and assigns, will have the exclusive right to obtain copyright patent and/or trademark registrations or facsimiles thereof in the possession other protection of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, Intellectual Property (including without limitation, all information concerning maintaining such Intellectual Property as trade secrets and secrets) in the products Corporation's own name, or projects in the names of the Company Corporation's successors or Thomson assigns, as inventor, author and/or owner and to secure any improvements thereinrenewals and extension of such protection throughout the world. If the Corporation chooses to maintain any part or all of the Intellectual Property as a trade secrets, all sales the Corporation shall so inform Employee and financial information concerning Employee shall maintain such Intellectual Property as confidential to the Company extent required by this paragraph. Employee further agrees as follows: (i) Employee hereby acknowledges that he retain no rights whatsoever with respect to the aforementioned Intellectual Property, including but not limited to, any rights to reproduce such Intellectual Property, or Thomsonto make, all customer and supplier listshave made, all information concerning projects use and/or sell products based upon the Intellectual Property, or otherwise to prepare derivatives thereof, to file patent, copyright or trademark applications with respect thereto, to distribute copies of any Intellectual Property in research and development any manner whatsoever, to exhibit, use or marketing plans for display any such products Intellectual Property publicly or projectsotherwise, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines or to license or assign to any third party the right to do any of the Company or Thomsonforegoing; and (ii) Employee will without further remuneration (except for out-of-pocket expenses), execute and all information in deliver any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive documents and give any assistance as may be reasonably requested by the Company Corporation to effect the ownership rights as provided in this Agreement or Thomson or any otherwise to further the purposes of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersthis paragraph.

Non-Disclosure. The Executive shall(a) Except as the Company may permit or direct in writing, during the Term term of this Agreement and at all times thereafter, treat as confidential and, except as required the Employee agrees that he will not disclose to any person or entity any Confidential Information (defined in Section 7.1.1(b) below which he may have obtained while in the performance employ of his duties the Company, relating to any customers, customer lists, methods, distribution, sales, prices, profits, costs, contracts, inventories, suppliers, dealers, distributors, business prospects, business methods, manufacturing ideas, formulas, plans or techniques, research, trade secrets, or know-how of the Company. Nothing contained in this Agreement shall limit the Employee’s ability to respond to a lawful subpoena; to make a report to or cooperate with any government agency, including without limitation the ability to participate in an investigation, provide information, and responsibilities under recover any remuneration awarded for doing so; and to comply with any other legal obligations. (b) For purposes of this Agreement, not disclose, publish “Confidential Information” means all information of a confidential or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of proprietary nature regarding the Company or Thomsonany of its affiliates or subsidiaries (the “Company Group”), as the case may be, and the Executive agrees to return such material to their respective business or properties that the Company promptly upon Group has furnished or furnishes to Employee, whether before or after the termination date of the Executive's this Agreement, or is or becomes available to Employee by virtue of Employee’s employment with the Company. For the purposes hereof, whether tangible or intangible, and in whatever form or medium provided, as well as all such information generated by Employee that, in each case, has not been published or disclosed to, and is not otherwise known to, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, includingpublic. Confidential Information includes, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research customer requirements and development or marketing plans for any such products or projects, all information concerning technical dataspecifications, designs, patternsfinancial data, formulaesales figures, costs and pricing figures, marketing and other business plans, product development, marketing concepts, personnel matters (including employee skills and compensation), drawings, specifications, instructions, methods, processes, techniques, computer programs, source code, object code, algorithms and subroutines software or data of the Company any sort developed or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive compiled by the Company or Thomson Group, formulae or any other information relating to the Company’s services, products, sales, technology, research data, software and all other know-how, trade secrets or proprietary information, or any copies, elaborations, modifications and adaptations thereof. For the avoidance of their respective doubt, Employee acknowledges and agrees that Confidential Information protected under this Agreement includes information regarding pay, bonuses, benefits and perquisites offered to or received by employees (current or former), agents or customersof the Company, as such; providedwell as non-public information regarding the unique and special skills of specific employees and how such skills are valuable and integral to the Company’s operations. Notwithstanding the foregoing, however, that the term "confidential material" Confidential Information shall not include any information which (ai) becomes that is generally available known to the industry or the public other than as a result of a disclosure by the Executive, Employee’s breach of this covenant; (bii) was that is made available to the Executive on Employee by a non-confidential basis prior to his employment with the Company third party without that party’s breach of any confidentiality obligation; or (ciii) becomes available which was developed by Employee outside or independent of Employee’s performance of Employee’s obligation to render services on behalf of the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersCompany.

Non-Disclosure. The Executive shall, during (a) In the Term event that the holder of shares of Common Stock issued upon the exercise of this Agreement Warrant requests or demands, as a shareholder of the Company, to inspect, examine or copy any of the Company's books, records or other documentation or information, and the Board of Directors of the Company makes a good faith determination that such inspection, examination or copying would place the Company at all times thereaftera competitive disadvantage with respect to any other entity, treat as confidential andincluding but not limited to such shareholder, except as required that then competes, or is reasonably likely to compete in the performance foreseeable future, either directly or indirectly, with the Company, then the Company may refuse to disclose to such shareholder any or all of his duties the following items of the Company: (i) interoffice or intraoffice communication separated solely for management review; (ii) confidential analyses, plans for business development, organizational data, marketing plans and responsibilities under this Agreementstrategies, or sales data; (iii) draft or interim financial reports, or any other internal documents subject to audit, adjustment or verification; (iv) unpublished promotional material, cost and pricing information, customer lists, and contracts, in whatever form, manner or medium recorded (if recorded); (v) documentation or information including, but not discloselimited to, publish any and all information and materials that contain, or could lead to the disclosure of, the Company's trade secrets or any documentation or information concerning the Company's current, future or proposed products or services, including without limitation unpublished computer code (both source code and object code), network configurations, software designs, or any drawings, specifications, notebook entries, technical notes and graphs, or research; and (vi) all other information that the Company or its Affiliates or subsidiaries treat or maintain as confidential, proprietary, restricted or otherwise make available as not to the public or to any individual, firm or corporation any confidential material be disclosed generally. (as hereinafter defined). b) The Executive Warrantholder further agrees that all confidential material, together with all notes and records of the Executive relating theretoabove-mentioned materials do not constitute "books and records" within the meaning of Section 351.215 of the Revised Statutes of Missouri, and all copies that the Warrantholder has no right or facsimiles thereof privilege by reason of becoming a shareholder in the possession of the ExecutiveCompany to inspect, are the exclusive property of the Company examine or Thomson, as the case may be, and the Executive agrees to return copy such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersmaterials.

Non-Disclosure. The Executive shall, during the Term of this Agreement Employee acknowledges and at all times thereafter, treat as confidential and, except as required agrees that: (a) in the performance course of his performing the Employee’s duties and responsibilities under this Agreementhereunder, not disclosethe Employee will have access to and will be entrusted with detailed confidential information and trade secrets (printed or otherwise) concerning past, publish or otherwise make available to the public or to any individualpresent, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential materialfuture and contemplated plans, together with all notes products, services, operations and records procedures of the Executive Company, including without limitation, information relating theretoto preferences, needs and all copies or facsimiles thereof in the possession requirements of past, present and prospective clients, customers, suppliers and employees of the ExecutiveCompany (collectively, are “Trade Secrets”), the exclusive property disclosure of any of which to competitors of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon general public, or the termination use of same by the Employee or any competitor of the Executive's Company, would be highly detrimental to the interests of the Company; (b) in the course of performing his or her duties and responsibilities hereunder, the Employee will be a representative of the Company to its and their customers, clients and suppliers and as such will have significant responsibility for maintaining and enhancing the goodwill of the Company with such customers, clients and suppliers and would not have, except by virtue of employment with the Company. For , developed a close and direct relationship with the purposes hereofcustomers, clients and suppliers of the Company; and (c) the right to maintain the confidentiality of the Trade Secrets, the term "confidential material" shall mean all information acquired by right to preserve the Executive in the course goodwill of the Executive's Company and the right to the benefit of any relationship that has developed between the Employee and the customers, clients and suppliers of the Company because of the Employee’s employment with the Company constitute proprietary rights of the Company which the Company is entitled to protect. In acknowledgment of the matters described above and in consideration of the payments and other benefits to be received by the Employee pursuant to this Agreement, the Employee will not, except with prior written consent of the Board, either during the Employee’s employment or at any time thereafter, directly or indirectly, disclose to any person or in any way concerning make use of (other than for the products, projects, activities, business or affairs sole benefit of the Company or Thomson or the customersCompany), suppliersin any manner, licensors, licensees or partners any of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished Trade Secrets except to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not extent such Trade Secrets include information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersEmployee.

Non-Disclosure. Executive recognizes and agrees that he will have access to confidential information of a special or unique value concerning the Company Group (“Confidential Information”). Confidential Information refers to any and all confidential or proprietary information, which was obtained from the Company Group, or which was learned, discovered, developed, conceived, originated or prepared by Executive in the scope of his employment. Executive also recognizes that a portion of the business of the Company Group is dependent on trade secrets (“Trade Secrets”). Confidential Information and Trade Secrets include, but are not limited to, any information, whether tangible or intangible and in whatever medium, relating directly or indirectly to any proposed or existing business systems, strategies and models, proposed acquisitions, joint ventures or other strategic transactions, pricing strategies, technical data or know-how, finances, research, development, clients, customers, prospective clients and 57827515 customers, contractual relationships, markets, marketing or business plans, manufacturing, personnel, products, services, formulas, inventions, processes, formulations, extracts, techniques, equipment, methods, designs, and drawings or engineering concepts of the Company and its affiliates, whether created, produced, manufactured, discovered, licensed, utilized, under development or otherwise obtained by the Company and its affiliates through contractual or other relationships, as well as all information generated by the Company and its affiliates that contains, reflects, or is derived from such information, which contains or otherwise reflects or is generated from such information and any other information which is identified as confidential by the Company or its affiliates. Executive acknowledges and agrees that the Confidential Information and Trade Secrets the Company is providing Executive under this Agreement is new Confidential Information and Trade Secrets to which Executive did not have access or knowledge of prior to signing this Agreement. The protection of this new Confidential Information and Trade Secrets, as well as past Confidential Information and Trade Secrets that became known to Executive shallduring employment with the Company up to the Effective Date, against unauthorized disclosure or use is of critical importance to the Company Group. Accordingly, Executive agrees that he will maintain in confidence and shall not disclose or use, either during or after the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish any past or otherwise make available to the public new Confidential Information or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material Trade Secrets belonging to the Company promptly upon Group, whether or not in written form, except to the termination extent required to perform his duties on behalf of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customers.

Non-Disclosure. The Executive shall, acknowledges and agrees that: (a) during the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession term of the Executive’s employment, are the exclusive property Executive may be given access to or may become acquainted with confidential and proprietary information of the Company and its affiliates and related entities and third parties to which the Group may have any obligations of non-disclosure or Thomsonconfidentiality, including but not limited to: trade secrets; know-how; Intellectual Property (as defined below); Employee Inventions (as defined below), Invention Records (as defined below), existing and contemplated work product resulting from or related to projects performed or to be performed by or for the case may beGroup; programs and program modules; processes; algorithms; design concepts; system designs; production data; test data; research and development information; information regarding the acquisition, protection, enforcement and licensing of proprietary rights; technology; joint ventures; business, accounting, engineering and financial information and data; marketing and development plans and methods of obtaining business; forecasts; future plans and strategies of the Group; pricing, cost, billing and fee arrangements and policies; quoting procedures; special methods and processes; lists and/or identities of customers, suppliers, vendors and contractors; the type, quantity and specifications of products and services purchased, leased, licensed or received by the Group and/or any of its customers, suppliers, or vendors; internal personnel and financial information; business and/or personal information about any senior staff members of the Group or any Person with which the Company enters a strategic alliance or any other partnering arrangements; vendor and supplier information; the manner and method of conducting the Group’s business; the identity or nature of relationship of any persons or entities associated with or engaged as consultants, advisers, agents, distributors or sales representatives (the “Confidential Information”) the disclosure of any of which to competitors of the Group or to the general public, or the use of same by the Executive or any competitor of the Group, would be highly detrimental to the interests of the Company; (b) disclosure or use of Confidential Information, other than in connection with the Group’s business or as specifically authorized by the Group, will be highly detrimental to the business and interests of the Group and could result in serious loss of business and damage to it. Accordingly, the Executive specifically agrees to hold all Confidential Information in strictest confidence, and the Executive agrees that the Executive shall not, without the Company’s prior written consent, disclose, divulge or reveal to return such material any person, or use for any purpose other than for the exclusive benefit of the Company, any Confidential Information, in whatever form contained; provided that the foregoing shall not apply to information (except for personal information about identifiable individuals) that: (i) was known to the Company promptly upon public prior to its disclosure to the termination Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive other than by reason of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course ’s breach of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees this Section; (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (ciii) becomes available to the Executive on a non-confidential basis from a source other than independent of the Group; or (iv) the Executive is specifically required to disclose by applicable law or legal process (provided that the Executive provides the Company with prompt advance written notice of the contemplated disclosure and cooperates with the Company in seeking a protective order or Thomson other appropriate protection of such information); (c) the Executive shall deliver to the Company, immediately upon termination of employment (for any reason and regardless of whether the Executive or the Company terminate the employment) or at any of their agentstime the Company so requests: (i) any and all documents, franchiseesfiles, creditorsnotes, memoranda, models, databases, computer files and/or other computer programs reflecting any Confidential Information whatsoever or otherwise relating to the Group’s business; (ii) lists or other documents regarding customers, suppliers, lessorsor vendors of the Group or leads or referrals to prospective business deals; and (iii) any computer equipment, lesseeshome office equipment, licensorsautomobile or other business equipment belonging to the Group that the Executive may then possess or have under the Executive’s control; and (d) for the avoidance of doubt, licenseesnothing in this Agreement limits, partners restricts or customers provided in any other way affects the Executive communicating with any governmental authority or entity concerning matters relevant to the governmental authority or entity. The Executive and the Company agree that no confidentiality or other obligation the Executive owes to the Group prohibits the Executive from reporting possible violations of law or regulation to any governmental authority or entity under any applicable whistleblower protection provision of applicable Canadian, U.S. Federal or U.S. State law or regulation (including Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx- Xxxxx Act of 2002) or requires the Executive to notify the Company of any such source report. The Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (i) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (ii) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (iii) to the Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersdisclosed except pursuant to court order.

Non-Disclosure. The Executive shallConsultant shall not, during at any time after the Term Effective Date of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclosedivulge, publish furnish or otherwise make available accessible to the public or to anyone any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company"proprietary information". For the purposes hereofof this Agreement, the term "confidential materialproprietary information" shall mean all include, but is not limited to, as to the Company or any of its affiliates: (i) the name and address of any current or former clients, customers or consignors, prospective clients, customers or consignors solicited during the Consulting Term, or vendors, and any information acquired by concerning the Executive in the course transactions or relations of the Executive's employment any such current, former or prospective clients, customers or consignors or vendors with the Company in or any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson its affiliates or any of their respective employees stockholders, directors, officers, principals, employees, independent contractors or agents; (current ii) any information concerning any product, technology or former)procedure employed by the Company or any of its affiliates but not generally known to clients, agents or customers, consignors, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to clients, customers, consignors or vendors; (iii) any information relating to computer software or systems, pricing or marketing methods, research techniques, sales margins, capital structure, operating results, borrowing arrangements or business plans; (iv) any information which is generally regarded as suchconfidential or proprietary in any line of business engaged in by the Company or any of its affiliates prior to or during the Consulting Term; provided(v) any business plans, howeverbudgets, that advertising or marketing plans; (vi) all written, graphic and other material relating to any of the foregoing; (vii) any Company-owned or customized software or computer program relating to any of the foregoing; and (viii) any compilation or arrangements of any information relating to any of the foregoing. The foregoing shall not apply to disclosures made in the regular course of the business of the Company consistent with its policies and practices or the duties and obligations to be performed by Consultant in accordance with this Agreement, or disclosure to the extent required by applicable law. In addition, the term "confidential materialproprietary information" shall not include (i) any information which (a) becomes generally available to and known by the public other than but shall include information which becomes public as a result of a disclosure breach of any obligation of confidentiality by the ExecutiveConsultant or any of his affiliates, (bii) was available any information known to the Executive on a non-confidential basis prior to or developed by Consultant other than in connection with his employment services under this Agreement or otherwise through his affiliation with the Company or any of its affiliates, or (ciii) becomes available to the Executive on a non-confidential basis any information received by Consultant from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound third party reasonably believed by a confidentiality agreement with the Company or Thomson or any Consultant to be lawfully in possession of such agents or customersinformation and entitled to disclose such information to him.

Non-Disclosure. The Executive shall, during the Term of this Agreement acknowledges and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees recognizes that all confidential materialfinancial, together with all notes legal and records of the Executive relating theretoaccounting information, notes, records, reports, marketing methods, literature, unpublished memoranda, past, present and prospective Customer and supplier lists, and all copies or facsimiles thereof in other documents belonging to the possession of Company and relating to the ExecutiveCompany’s business are therefore confidential and a trade secret (hereinafter the “Company Information”), are shall be and remain the exclusive sole property of the Company or Thomson, as the case may be, company and the Executive agrees to return such material to the Company promptly that upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's ’s employment with the Company in for any way concerning reason whatsoever, or at any time prior thereto, at the products, projects, activities, business or affairs request of the Company, the Executive shall return to the Company, all such Company or Thomson or the customersInformation and any copies thereof, suppliers, licensors, licensees or partners irrespective of the Company medium on which contained, which the Executive may have in his possession or Thomsonwhich are subject to the Executive’s control. The Executive further acknowledges and recognizes that the Company’s disclosure to the Executive of its past, includingpresent and prospective financial, without limitationlegal and account information, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer Customer and supplier lists, all information concerning projects in research processes, systems, memoranda, form documentation and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomsonlike, and all information in any way concerning the products, projects, activities, business or affairs of customers of other factual knowledge belonging to the Company or Thomson which is furnished to the Executive not capable of precise separate description, but which, when used in an accumulated form, after having been acquired by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of trial and error, will give the Executive an ability to utilize the processes, systems, past, present and prospective Customer and supplier lists, form documents and the like which the Executive otherwise would not have known how to use with the accuracy and precious necessary for commercial success, and which are valuable, special and unique asserts of the Company. The Executive further acknowledges and recognizes that the above mentioned Company Information and other information which the Executive has and will gain during the Executive’s employment is secret because the Company has not freely disclosed any of this information to the public and because the Company has treated and considered all of this information as to be its “Trade Secrets” for the reason that this information is of substantial value to the Company and would have substantial value to an existing or potential competitor of the Company. Therefore, the Executive agrees that the Executive will not, at any time, disclose the above stated or other similar information or any part thereof to any person, firm, or Company, association or other entity for any reason or purpose whatsoever. In the event of a disclosure breach or threatened breach by the Executive of the provisions of this paragraph, the Company shall be entitled to an injunction restraining the Executive from disclosing, in whole or in part, any of said information, or from rendering any services to, any person, firm, Company, association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed, or for whom such service has been rendered or is threatened to be rendered. Nothing herein contained shall be construed as precluding or prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive. Notwithstanding the foregoing, Company Information and the above stated or other similar information shall not include: (a) Executive’s rolodex and contacts, or (b) was available to the any information which Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis learned from a source other than the Company or Thomson or any of their agentsits respective representatives, franchiseesemployees, creditors, suppliers, lessors, lessees, licensors, licensees, partners agents or customers provided that such source other service providers and in each case who is not known by Executive to be bound by a confidentiality agreement obligation, or (c) any information disclosed in a prospectus or other document for dissemination to the public by the Company, and Executive shall be permitted to take back and use all such information following the end of his employment with the Company or Thomson or any of such agents or customersCompany.

Non-Disclosure. The Executive shall(a) Employee acknowledges that as a result of his employment by Employer he has acquired, during the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties future, will use and responsibilities under this Agreement, acquire knowledge and information utilized by Employer and Spartech in their businesses which may not disclose, publish or otherwise make be generally available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof other persons in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term plastics business ("confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or ThomsonConfidential Information"), including, without limitation, Employer's and Spartech's systems, procedures, formulas, processes, confidential reports, business plans, lists of customers, pricing structure, margins with respect to its products and similar information. As a material inducement to Employer to enter into this Agreement and to pay Employee the compensation set forth herein, Employee agrees that he will not, at any time, directly or indirectly, divulge or disclose to any person, for any purpose, any Confidential Information, except to those persons authorized by Employer or Spartech to receive Confidential Information and except for information which becomes publicly available through no fault of Employee. (b) Employee further acknowledges that information imparted to him by Employer or Spartech, relating to Employer's or Spartech's production and business methods, techniques, customer lists, statistics, credit, customers and suppliers is secret and confidential. Therefore, Employee shall, upon termination of his employment hereunder and as a prior condition to receiving final wages, return to Employer or Spartech all information concerning trade secrets books, records and the products or projects of the Company or Thomson and/or any improvements thereinnotes containing customer lists and addresses, all sales and financial information concerning the Company or Thomsonduplicate invoices, all customer statements and supplier lists, all information concerning projects in research and development or marketing plans for any correspondence pertaining to such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomsoncustomers, and all information in any way concerning the and documents (including all copies thereof) relating to customers, their needs, products of Employer or Spartech used by them, schedules of discussions with them, all formulas, code books, price lists, products, projectsmanuals and equipment, activitiesproduction or processing information or instructions, data applicable to methods of manufacture, types, kinds, suppliers and costs of raw materials, business plans and all other information of confidential or affairs secret nature applicable to Employer or Spartech, their customers and the manner of customers of the Company or Thomson which is furnished conducting their businesses. As a prior condition to his receiving final wages, Employee, if requested, shall also execute an affidavit to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, effect that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment he has complied with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any provisions of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersthis paragraph 5.

Non-Disclosure. The Executive shall(a) In the event that a Holder requests to inspect, during the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish examine or otherwise make available to the public or to copy any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating theretoCompany's books, records or other documentation or information, and all copies or facsimiles thereof in the possession Board of the Executive, are the exclusive property Directors of the Company makes a good faith determination that such inspection, examination or Thomson, as the case may be, and the Executive agrees to return such material to copying would place the Company promptly upon at a competitive disadvantage with respect to any other entity, including but not limited to such Holder, that then competes, or is reasonably likely to compete in the termination of the Executive's employment foreseeable future, either directly or indirectly, with the Company. For , then the purposes hereofCompany may refuse to disclose to such Holder any or all of the following items of the Company, except in connection with a proposed registration under the Registration Rights Agreement: (i) interoffice or intraoffice communication intended solely for management review; (ii) confidential analyses, plans for business development, organizational data, marketing plans and strategies, or sales data; (iii) draft or interim financial reports, or any other internal documents subject to audit, adjustment or verification; (iv) unpublished promotional material, cost and pricing information, customer lists, and contracts, in whatever form, manner or medium recorded (if recorded); (v) documentation or information including, but not limited to, any and all information and materials that contain, or could lead to the disclosure of, the term "confidential material" shall mean all Company's trade secrets or any documentation or information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the productsCompany's current, projectsfuture or proposed products or services, activitiesincluding without limitation unpublished computer code (both source code and object code), business network configurations, software designs, or affairs of any drawings, specifications, notebook entries, technical notes and graphs, or research; and (vi) all other information that the Company or Thomson its Affiliates or the customersSubsidiaries treat or maintain as confidential, suppliersproprietary, licensors, licensees restricted or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished otherwise as not to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, be disclosed generally. (b) was available The provisions of this Section 3.4 shall be binding upon the Holder's successors and permitted assigns with respect to the Executive on a non-confidential basis prior shares of Common Stock issued upon the exercise of this Warrant and, until the date such shares cease to his employment with be Registrable Securities, the Company or (c) becomes available shares of Common Stock when issued upon exercise of this Warrant may bear an appropriate legend stating that the Holder of such securities is subject to the Executive on a non-confidential basis from a source other than the Company or Thomson or any provisions of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersthis Section 3.4.

Non-Disclosure. The Executive shallUnder Mr. Xxxxxxxxxx'x Xxxprietary Information Agreement with the Company, during the Term a copy of which is attached to this Agreement as Exhibit "D," and at under applicable trade secret law, Mr. Xxxxxxxxxx xx obliged to keep in confidence all times thereaftertrade secrets and proprietary and confidential information of the Company, treat as confidential and, whether patentable or not which he learned or of which he became aware or informed during his employment by the Company (except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public extent disclosure is or to may be required by a statute, by a court of law, by any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of governmental agency having supervisory authority over the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property business of the Company or Thomsonby any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, as the case may bedisclose or make accessible such information), and not to directly or indirectly publish, disclose, market or use, or authorize, advise, hire, counsel or otherwise procure any other person or entity, directly or indirectly, to publish, disclose, market or use, any such information. Both under such Proprietary Information Agreement and under applicable law, such obligations continue not only while Mr. Xxxxxxxxxx xx employed by the Executive agrees to return such material to the Company promptly upon the termination Company, but after cessation of that employment. In amplification and not in limitation of the Executive's foregoing, Mr. Xxxxxxxxxx xxxnowledges that during his employment with the Company. For the purposes hereof, the term "he has or may have acquired proprietary and confidential material" shall mean all knowledge and information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the Company, including, but not limited to, software, products, projects"know-how" and other technical data belonging to or relating to the Company, activities, business or affairs and the identity of customers and suppliers of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the quantities of products ordered by or projects of from and the Company prices paid by or Thomson and/or any improvements thereinto those customers and suppliers. In addition, all sales Mr. Xxxxxxxxxx xxx also acquired similar confidential knowledge and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of belonging to customers of the Company or Thomson which is furnished and provided to the Executive Company in confidence under written and oral secrecy agreements. Mr. Xxxxxxxxxx xxxees to abide by the terms and conditions of the Proprietary Information Agreement and of this Section 10 both during his employment by the Company or Thomson or any of their respective employees (current or former)and thereafter. Anything to the contrary notwithstanding, agents or customers, as such; provided, however, that the term "confidential material" this Section 10 shall not include apply to any knowledge or information which (a) becomes that has become generally available to known in the industry or by the public (other than as through a result breach of a disclosure this Agreement by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersMr. Xxxxxxxxxx).

Non-Disclosure. The Executive shall(a) Consultant acknowledges that the Company has advised Consultant of the Confidentiality Agreement dated as of May 17, during 2018, by and between XxxxXxxxx and the Company, a copy of which is attached hereto as Exhibit A (the "XxxxXxxxx Confidentiality Agreement"), and Consultant agrees to be bound by the provisions thereof. (b) During the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in Consultant agrees that the performance of his duties and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public or to any individual, firm or corporation any confidential material Confidential Information (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of defined below) (i) shall not be the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of Consultant and (ii) shall not be used or disclosed by Consultant in any manner whatsoever, in whole or in part, other than in connection with Consultant's communications with the Company or Thomson, as the case may be, and the Executive its representatives. Consultant agrees to return such material the Confidential Information to the Company promptly upon the termination of the Executive's employment with the Company. its request. (c) For the purposes hereof, "Confidential Information" shall have the meaning given such term in the XxxxXxxxx Confidentiality Agreement and also includes any and all information relating to the Company (for purposes of this Section 6(c) the term "confidential materialCompany" shall mean include all information acquired by the Executive in the course of the ExecutiveCompany's employment with the Company in any way concerning the productsaffiliates, projectsowners, activitiesdirectors, business or affairs of the Company or Thomson or the customersofficers, suppliersemployees, licensorsagents, licensees or partners of the Company or Thomsonrepresentatives and advisors), including, without limitation, all information concerning trade secrets and the products existence of this Agreement or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects discussions in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, howeverconnection herewith, that the term "confidential material" shall not include information which (a) becomes generally available was received or may be received by or be provided to the public other than or otherwise learned by Consultant from time to time as a result of his engagement hereunder, including, without limitation, any information that is overheard, viewed or otherwise becomes known to Consultant as a disclosure by the Executive, (b) was available result of Consultant's visit to the Executive on a non-confidential basis prior to his employment Company's premises or discussions with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than and any information about the Company or Thomson its customers, suppliers, equity owners, directors, officers, employees, affiliates, investors, creditors and lenders, business records, customer lists, trade secrets, and confidential planning or policy matters, business strategies, investments, investment strategies, internal policies and procedures, salary information, matters subject to attorney-client privilege, information of a personal nature about any of the Company's employees or former employees, officers or directors, and any financial or accounting information relating to the business of the Company, information about third-party persons or entities which entered or may enter into a business transaction or other relationship with the Company, information the Company obtains under confidentiality arrangements with any third-parties, the existence of this or any other agreements or communications between Consultant and the Company or the Company and any third-party, and the terms of any of the foregoing, and all data, reports, interpretations, forecasts and records containing or otherwise reflecting any such information, together with analyses, compilations, studies or other documents, whether prepared by Consultant or the Company, which contain or otherwise reflect such information. Consultant agrees not to disparage the Company or any of their agentsits partners, franchiseesdirectors, creditorsofficers, suppliersemployees, lessorsrepresentatives, lesseesagents or affiliates during and after his engagement hereunder. (d) In the event that Consultant is requested (by interrogatory, licensorssubpoena, licenseesdeposition, partners civil investigation demand or customers provided other similar legal process) to disclose any Confidential Information, it is agreed that Consultant will provide the Company with prompt notice of any such source request or requirement so that the Company may either seek an appropriate protective order or waive, in its sole and absolute discretion, Consultant's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Consultant is compelled in the opinion of the Consultant's legal counsel to disclose any Confidential Information, Consultant may disclose that portion of the Confidential Information that he is so compelled to disclose. In any event, Consultant will not bound oppose action by a confidentiality agreement the Company in any such proceeding to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and will otherwise cooperate with the Company in any such proceeding. (e) Consultant acknowledges that he is aware that the United States securities laws, among other things, prohibit persons who are in possession of material, non-public information concerning a company, including the matters which are the subject of this Agreement and the Company, from purchasing or Thomson or any selling securities of such agents or customerscompany and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities, and Consultant agrees to comply fully with such and other similar laws.

Non-Disclosure. The Executive shallacknowledges that the information, observations and data that have been or may be obtained by Executive during the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish Executive’s employment or otherwise make available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment other relationship with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course any subsidiary or Affiliate thereof, or any direct or indirect successor to or predecessor of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the products or projects of the Company or Thomson and/or any improvements therein, all sales and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson them or any of their respective employees businesses (current or formercollectively with the Company, the “Related Companies”), agents prior to or customersafter the execution and delivery of this Agreement, as suchof or concerning the Related Companies or their businesses or affairs (collectively, “Confidential Information”), are and will be the property of the Related Companies; provided, however, that the term "confidential material" “Confidential Information” shall not include any information which (aincluding techniques, know-how or strategies) that Executive can demonstrate (i) is or becomes generally publicly available otherwise than through a breach of this Agreement, or (ii) is or becomes known or available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior and not in contravention of applicable law from a source that is entitled to his disclose such information to Executive. Therefore, Executive agrees that Executive will not, during Executive’s employment with the Company or thereafter, disclose to any unauthorized party or use for the account of Executive or any other party (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or and its Affiliates, their officers, directors and employees, in the course of performing Executive’s duties hereunder) any Confidential Information without the prior written consent of their agentsthe Company, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided unless and to the extent that such source disclosure is not bound required by a confidentiality agreement with law. Executive will deliver or cause to be delivered to the Company upon the Termination Date or at any other time the Company or Thomson its Affiliates may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and materials (and copies thereof) containing or relating to Confidential Information or the business of any Related Company that Executive may then possess or have under Executive’s control. For purposes of this Agreement, Confidential Information includes, but is not limited to, formulas, patterns, compilations, programs, devices, methods, techniques, or processes, business plans and strategies, customer lists, customer data, information regarding employees and other service providers, marketing plans, supplier and vendor lists and cost information, software and computer programs, data processing systems and information contained therein, price lists and pricing strategies, financial data, and any other trade secrets or confidential or proprietary information, documents, reports, plans, or data, of or about the Related Companies. Executive acknowledges and agrees that this Agreement is intended to protect the trade secrets of the Related Companies, and that such agents trade secrets (x) derive independent economic value, actual or customerspotential, from not being generally known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from their disclosure or use; and (y) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy.

Non-Disclosure. The Executive shall(a) Employee acknowledges that as a result of his employment by Employer he has acquired, during the Term of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties future, will use and responsibilities under this Agreement, acquire knowledge and information utilized by Employer in its business which may not disclose, publish or otherwise make be generally available to the public or to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof other persons in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term plastics business ("confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or ThomsonConfidential Information"), including, without limitation, Employer's systems, procedures, formulas, processes, confidential reports, lists of customers, pricing structure, margins with respect to its products and similar information. As a material inducement to Employer to enter into this Agreement and to pay Employee the compensation set forth herein, Employee agrees that he will not, at any time, directly or indirectly, divulge or disclose to any person, for any purpose, any Confidential Information, except to those persons authorized by Employer to receive Confidential Information and except for information which becomes publicly available through no fault of Employee. (b) Employee further acknowledges that information imparted to him by Employer, relating to Employer's production and business methods, techniques, customer lists, statistics, credit, customers and suppliers is secret and confidential. Therefore, Employee shall, upon termination of his employment hereunder and as a prior condition to receiving final wages, return to Employer all information concerning trade secrets books, records and the products or projects of the Company or Thomson and/or any improvements thereinnotes containing customer lists and addresses, all sales and financial information concerning the Company or Thomsonduplicate invoices, all customer statements and supplier lists, all information concerning projects in research and development or marketing plans for any correspondence pertaining to such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomsoncustomers, and all information in any way concerning the and documents (including all copies thereof) relating to customers, their needs, products of Employer used by them, schedules of discussions with them, all formulas, code books, price lists, products, projectsmanuals and equipment, activitiesproduction or processing information or instructions, business data applicable to methods of manufacture, types, kinds, suppliers and costs of raw materials, and all other information of confidential or affairs secret nature applicable to Employer, its customers and the manner of customers of the Company or Thomson which is furnished conducting its business. As a prior condition to his receiving final wages, Employee, if requested, shall also execute an affidavit to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, effect that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment he has complied with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersprovisions in this Paragraph 6.

Non-Disclosure. (a) The Executive shallEmployee acknowledges that, during because of his duties and his position of trust under this Agreement, the Term Employee will become familiar with trade secrets (including, but not limited to, marketing objectives and strategies, financial reporting, management systems, recipes, procedures, business methods, processes and financial information) and other confidential information (including, but not limited to, operating methods and procedures, secret lists of this Agreement actual and at all times thereafterpotential sources of supply, treat customers and employees, costs, profits, markets, sales and plans for future developments) (the trade secrets and other confidential information being referred to herein as confidential and, except as required "business information") which are valuable assets and property rights of the Corporation and not publicly known. Except in connection with the performance of his duties for the Corporation, the Employee agrees that he will not during or at any time after the Term and responsibilities under this Agreementafter the termination hereof, not either directly or indirectly, individually or jointly with others, for the benefit of Employee or any third party, publish, disclose, publish use, or otherwise make available authorize anyone else to publish, disclose, or use, any business information or any information relating to any aspect of the business or operations of the Corporation, including, but not limited to any secret or business information relating to the public business, customers, trade or to industrial practices, trade secrets, technology, recipes or know-how of the Corporation or any individualfacts concerning the systems, firm methods, procedures or corporation any confidential material (as hereinafter defined)plans developed or used by the Corporation and its subsidiaries and affiliates. The Executive Employee agrees to retain all such business information in a fiduciary capacity for the sole benefit of the Corporation, its successors and assigns. Upon termination of his employment by the Corporation or at any time that the Corporation may so request the Employee will surrender to the Corporation all confidential non-public papers, notes, reports and other documents (and all copies thereof) relating to the business of the Corporation which he may then possess or have under his control. (b) To the extent that Employee has generated or will generate during the course of his employment works of authorship (which shall be deemed to be "works for hire"), copyrightable material, together with all notes and records inventions, trademarks, trade dress or other intellectual property (hereinafter collectively referred to as "Intellectual Property"), such Intellectual Property shall be the property of the Executive relating theretoCorporation. In the event that the "works for hire" doctrine is found inapplicable, all such Intellectual Property, and all copies rights therein, will be and are hereby deed to be, assigned and transferred by this Agreement to the Corporation, its successors and assigns. The Corporation, its successor and assigns, will have the exclusive right to obtain copyright patent and/or trademark registrations or facsimiles thereof in the possession other protection of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, Intellectual Property (including without limitation, maintaining such Intellectual Property as trade secrets) in the Corporation's own name, or in the names of the Corporation's successors or assigns, as inventor, author and/or owner and to secure any renewals and extension of such protection throughout the world. If the Corporation chooses to maintain any part or all information concerning of the Intellectual Property as a trade secrets secrets, the Corporation shall so inform the Employee and the Employee shall maintain such Intellectual Property as confidential to the extent required by this paragraph. The Employee further agrees as follows: (i) The Employee hereby acknowledges that he retain no rights whatsoever with respect to the aforementioned Intellectual Property, including but no limited to, any rights to reproduce such Intellectual Property, or to make, have made, use and/or sell products based upon the Intellectual Property, or projects otherwise to prepare derivatives thereof, to file patent, copyright or trademark applications with respect thereto, to distribute copies of any Intellectual Property in any manner whatsoever, to exhibit, use or display any such Intellectual Property publicly or otherwise, or to license or assign to any third party the right to do any of the Company or Thomson and/or foregoing; and (ii) The Employee will without further remuneration (except for out-of-pocket) expenses, execute and deliver any improvements therein, all sales documents and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for give any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive assistance as may be reasonably requested by the Company Corporation to effect the ownership rights as provided in this Agreement or Thomson or any otherwise to further the purposes of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available to the public other than as a result of a disclosure by the Executive, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersthis paragraph.

Non-Disclosure. The Executive shall, during (a) In view of the Term fact that your work for the Company will bring you into close contact with many confidential affairs of this Agreement and at all times thereafter, treat as confidential and, except as required in the performance of his duties Company and responsibilities under this Agreement, its affiliates not disclose, publish or otherwise make readily available to the public or public, as well as plans for future developments, you agree during your engagement hereunder by the Company and thereafter: (i) to any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes keep secret and records of the Executive relating thereto, and all copies or facsimiles thereof retain in the possession of the Executive, are the exclusive property strictest confidence all proprietary or confidential matters or trade secrets of the Company or Thomsonany of its subsidiaries and affiliates (which information will be deemed confidential notwithstanding any prior unauthorized disclosures), as including, but not limited to, data, know-how, formulae, practices, processes, methodologies, designs, sketches, photographs, plans, drawings, specifications, samples, reports, member or customer lists, price lists, business strategies or arrangements, studies, findings, inventions, ideas, software, source code, business plans and other technical, business or financial information relating to the case may beCompany’s business, whether existing on the date hereof or hereafter (such material collectively, “Restricted Material”), and not to disclose such Restricted Material except with the Executive agrees Company’s permission to return such material third parties as may be necessary in the furtherance of the Company’s interests and in the discharge of your duties; and (ii) to deliver promptly to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with your engagement hereunder or at any other time as the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitationmay so request, all information concerning trade secrets documents (and the products or projects of the Company or Thomson and/or any improvements thereinall copies thereof), all sales and financial information concerning the Company or Thomsonin whatever form, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomsoncontaining Restricted Material, and all information in any way concerning the productsproperty associated therewith, projects, activities, business which you may then possess or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former), agents or customers, as suchhave under your control; provided, however, that the term "confidential material" Restricted Material shall not include information which (a) becomes generally available be subject to the public other than as a result confidentiality restrictions of a disclosure by this Section 5 where you can show that such information is, at the Executivetime of disclosure, generally known to the public. (b) was available In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose any Restricted Material, you agree to provide the Executive on a non-confidential basis prior to his employment Company with prompt notice of such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy and/or waive your compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Company or grants a waiver hereunder, you may furnish that portion (and only that portion) of the Restricted Material which you are legally compelled to disclose and will exercise your reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any Restricted Material so furnished. (c) becomes available Nothing in this Section 5 shall be construed as granting or implying any right to you under any patent or unpatented intellectual property right of the Executive on a non-confidential basis from a source other than the Company Company, or Thomson or your right to use any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customersinvention covered thereby.

Non-Disclosure. The Executive shallUnder Mr. Xxxxxx'x Xxxprietary Information Agreement with the Company, during the Term a copy of which is attached to this Agreement as Exhibit "D," and at under applicable trade secret law, Mr. Xxxxxx xx obliged to keep in confidence all times thereaftertrade secrets and proprietary and confidential information of the Company, treat as confidential and, whether patentable or not which he learned or of which he became aware or informed during his employment by the Company (except as required in the performance of his duties and responsibilities under this Agreement, not disclose, publish or otherwise make available to the public extent disclosure is or to may be required by a statute, by a court of law, by any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of governmental agency having supervisory authority over the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property business of the Company or Thomsonby any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, as the case may bedisclose or make accessible such information), and not to directly or indirectly publish, disclose, market or use, or authorize, advise, hire, counsel or otherwise procure any other person or entity, directly or indirectly, to publish, disclose, market or use, any such information. Both under such Proprietary Information Agreement and under applicable law, such obligations continue not only while Mr. Xxxxxx xx employed by the Executive agrees to return such material to the Company promptly upon the termination Company, but after cessation of that employment. In amplification and not in limitation of the Executive's foregoing, Mr. Xxxxxx xxxnowledges that during his employment with the Company. For the purposes hereof, the term "he has or may have acquired proprietary and confidential material" shall mean all knowledge and information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the Company, including, but not limited to, software, products, projects"know-how" and other technical data belonging to or relating to the Company, activities, business or affairs and the identity of customers and suppliers of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomson, including, without limitation, all information concerning trade secrets and the quantities of products ordered by or projects of from and the Company prices paid by or Thomson and/or any improvements thereinto those customers and suppliers. In addition, all sales Mr. Xxxxxx xxx also acquired similar confidential knowledge and financial information concerning the Company or Thomson, all customer and supplier lists, all information concerning projects in research and development or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines of the Company or Thomson, and all information in any way concerning the products, projects, activities, business or affairs of belonging to customers of the Company or Thomson which is furnished and provided to the Executive Company in confidence under written and oral secrecy agreements. Mr. Xxxxxx xxxees to abide by the terms and conditions of the Proprietary Information Agreement and of this Section 11 both during his employment by the Company or Thomson or any of their respective employees (current or former), agents or customers, as such; provided, however, that the term "confidential material" shall not include information which (a) becomes generally available and thereafter. Anything to the public other than as a result of a disclosure by the Executivecontrary notwithstanding, (b) was available to the Executive on a non-confidential basis prior to his employment with the Company or (c) becomes available to the Executive on a non-confidential basis from a source other than the Company or Thomson or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company or Thomson or any of such agents or customers.this Section 11 shall not

Non-Disclosure. The Executive shall(a) Until the Closing Date, during the Term of this Agreement and at all times thereafter, treat as confidential and, if the Closing shall not occur for any reason whatsoever, from and after the date hereof, and except as required the Purchaser may agree to and as may otherwise be required, in the performance opinion of his duties counsel to the Seller, to be disclosed pursuant to applicable Federal, state or local laws, neither the Seller nor any of its officers, directors, shareholders, successors, assigns or affiliates will, directly or indirectly, communicate or make available to anyone other than to those of the Seller's directors, affiliates, officers, employees, agents, and responsibilities under advisors who require such material for the purpose of evaluating and consummating the transaction described herein and negotiating this Agreement, not disclose, publish any trade secret or otherwise make available other proprietary or confidential information with respect to the public Purchaser or to Global, or any individual, firm or corporation any confidential material (as hereinafter defined). The Executive agrees that all confidential material, together with all notes and records of the Executive relating thereto, and all copies or facsimiles thereof in the possession of the Executive, are the exclusive property of the Company or Thomson, as the case may be, and the Executive agrees to return such material to the Company promptly upon the termination of the Executive's employment with the Company. For the purposes hereof, the term "confidential material" shall mean all information acquired by the Executive in the course of the Executive's employment with the Company in any way concerning the products, projects, activities, business or affairs of the Company or Thomson or the customers, suppliers, licensors, licensees or partners of the Company or Thomsontheir affiliates, including, without limitation, all information concerning trade secrets and acquired by the products or projects Purchaser as a result of the Company transactions contemplated by this Agreement (the "Acquired Confidential Information"), the present products, services, designs or Thomson and/or any improvements thereinstyles, all sales and financial information concerning the Company inventions, improvements, know-how, processes, customers, suppliers, methods of operation, marketing or Thomsondistribution, all customer and supplier listssystems, all information concerning projects in research and development procedures, policies or marketing plans for any such products or projects, all information concerning technical data, designs, patterns, formulae, computer programs, source code, object code, algorithms and subroutines methods of manufacture of the Company Purchaser or ThomsonGlobal (collectively, and all information in any way concerning the products, projects, activities, business or affairs of customers of the Company or Thomson which is furnished to the Executive by the Company or Thomson or any of their respective employees (current or former"Purchaser's Confidential Information"), agents or customers, as such; provided, however, that the term "confidential material" Purchaser's Confidential Information shall not include any information which (a) becomes known generally available to the public (other than as a result of a unauthorized disclosure by the ExecutiveSeller) or, (b) was available except with respect to the Executive on a non-confidential basis prior to his employment with the Company or (c) Acquired Confidential Information, becomes available to the Executive Seller or the Shareholder on a non-confidential basis from a source other than the Company Purchaser, Global or Thomson their representatives or any of their agents, franchisees, creditors, suppliers, lessors, lessees, licensors, licensees, partners or customers provided that such source is not bound by a confidentiality agreement with the Company Purchaser, Global, their representatives or Thomson agents. If the Closing does not occur for any reason whatsoever, all documents, copies thereof and notes or memorandum documents containing such information shall promptly, upon request by the Purchaser, thereafter be returned to the Purchaser. (b) Until the Closing Date and, if the Closing shall not occur for any reason whatsoever, from and after the date of termination of the Agreement, and except as the Seller may agree to and as may otherwise be required, in the opinion of counsel to the Purchaser or Global, to be disclosed pursuant to applicable Federal, state or local laws, neither Global nor the Purchaser nor any of their officers, directors, shareholders, successors, assigns or affiliates will, directly or indirectly, communicate or make available to anyone other than to those of their directors, affiliates, officers, employees, agents, and advisors who require such material for the purpose of evaluating and consummating the transaction described herein and negotiating this Agreement, any trade secret or other proprietary or confidential information with respect to the Seller, or any of its affiliates, including, without limitation, the present products, services, designs or styles, inventions, improvements, know-how, processes, customers, suppliers, methods of operation, marketing or distribution, systems, procedures, policies or methods of manufacture of the Seller (collectively, "Seller's Confidential Information"); provided, however, that Seller's Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Purchaser or Global) or becomes available to the Purchaser or Global on a non-confidential basis from a source other than the Seller or its representatives or agents, provided that such agents source is not bound by a confidentiality agreement with the Seller, its representatives or customersagents. If the Closing does not occur for any reason whatsoever, all documents, copies thereof and notes or memorandum documents containing such information shall promptly, upon request by the Seller, thereafter be returned to the Seller.